RURL Rural/Metro Corp. (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED APRIL 18, 2011

RURAL/METRO CORPORATION
9221 East Via de Ventura
Scottsdale, Arizona 85258

To Our Stockholders:

        We cordially invite you to attend a special meeting of stockholders of Rural/Metro Corporation, which we refer to as we or the Company, on                                    , 2011, at                                    , local time, at the Company's corporate headquarters at 9221 East Via de Ventura, Scottsdale, Arizona 85258.

        As previously announced, the Company, WP Rocket Holdings LLC, a Delaware limited liability company, and WP Rocket Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of WP Rocket Holdings LLC, entered into an Agreement and Plan of Merger, dated March 28, 2011, which we refer to as the merger agreement.

        At the special meeting, we will ask you to adopt the merger agreement, pursuant to which WP Rocket Merger Sub, Inc. will merge with and into the Company with the Company surviving as a wholly-owned subsidiary of WP Rocket Holdings LLC and approve the adjournment of the meeting, if necessary or appropriate, to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        If the merger is consummated, you will be entitled to receive $17.25 in cash, without interest and less any applicable withholding taxes, for each share of common stock of the Company, par value $0.01 per share, which we refer to as company common stock, that you own immediately prior to the merger, and you will have no ongoing ownership interest in the continuing business of the Company.

        The adoption of the merger agreement requires the affirmative vote, in person or by proxy, of the holders of a majority of the outstanding shares of company common stock. As described in the accompanying proxy statement, certain stockholders of the Company have entered into a voting agreement with WP Rocket Holdings LLC under which, subject to limited exceptions, they have agreed to, among other things, vote shares, representing approximately        % of the outstanding shares of company common stock as of the record date for the special meeting, in favor of the adoption of the merger agreement and the transactions contemplated by the merger agreement and the proposal to adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies.

         The Board of Directors of the Company, acting upon the recommendation of a special committee composed entirely of independent directors, has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of, the Company and our stockholders, adopted and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger, and recommends that you vote "FOR" the adoption of the merger agreement and "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        In considering the recommendation of the Board of Directors of the Company, you should be aware that some of the Company's directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally.

        The accompanying proxy statement provides you with detailed information about the proposed merger and the special meeting. We encourage you to read the entire proxy statement and the merger agreement carefully. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. You may also obtain more information about the Company from documents we have filed with the U.S. Securities and Exchange Commission.

         Whether or not you plan to attend the special meeting, we urge you to submit a proxy for your shares by completing, signing, dating and returning the enclosed proxy card as promptly as possible in the postage-paid envelope or submitting your proxy by telephone or the Internet prior to the special meeting.

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        If your shares of company common stock are held in "street name" by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of company common stock using the instructions provided by your broker, bank or other nominee.

        If you attend the special meeting, you may vote in person by ballot even if you have already submitted a proxy by proxy card, telephone or the Internet. Such vote by ballot will revoke any proxy you previously submitted. However, if you hold your shares through a broker, bank or other nominee, you must provide a legal proxy issued by such nominee in order to vote your shares in person at the special meeting.

Sincerely,

Michael P. DiMino
Chief Executive Officer

         Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

        The proxy statement is dated                                    , 2011 and is first being mailed to stockholders on or about                        , 2011.

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PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED APRIL 18, 2011

RURAL/METRO CORPORATION
9221 East Via de Ventura
Scottsdale, Arizona 85258

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                        , 2011

To Our Stockholders:

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Rural/Metro Corporation, a Delaware corporation, which we refer to as we or the Company, will be held on                        , 2011 at                , local time, at the Company's corporate headquarters at 9221 East Via de Ventura, Scottsdale, Arizona 85258, for the following purposes:

        (1)   To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of March 28, 2011, as it may be amended from time to time, which we refer to as the merger agreement, by and among the Company, WP Rocket Holdings LLC, a Delaware limited liability company, and WP Rocket Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of WP Rocket Holdings LLC, pursuant to which WP Rocket Merger Sub, Inc. will be merged with and into the Company with the Company continuing as the surviving corporation. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement; and

        (2)   To consider and vote upon a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        Only stockholders of record of shares of common stock of the Company, par value $0.01 per share, which we refer to as company common stock, at the close of business on                        , 2011 are entitled to notice of and to vote at the special meeting and at any and all adjournments or postponements thereof. Stockholders are entitled to one vote for each share of company common stock held of record by such stockholders as of the record date. Only stockholders of record and their proxies are invited to attend the special meeting in person.

         The Company's Board of Directors unanimously recommends that you vote "FOR" the adoption of the merger agreement and "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        The adoption of the merger agreement requires the affirmative vote, in person or by proxy, of the holders of a majority of the outstanding shares of company common stock. As described in the accompanying proxy statement, certain stockholders of the Company have entered into a voting agreement with WP Rocket Holdings LLC under which, subject to limited exceptions, they have agreed to, among other things, vote shares, representing approximately        % of the outstanding shares of company common stock as of the record date for the special meeting, in favor of the adoption of the merger agreement and the transactions contemplated by the merger agreement and the proposal to adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies.

         Whether or not you plan to attend the special meeting, we urge you to submit a proxy for your shares by completing, signing, dating and returning the enclosed proxy card as promptly as possible in the postage-paid envelope or submitting your proxy by telephone or the Internet prior to the special meeting to ensure that your shares will be represented at the special meeting.

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        If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be voted "FOR" the adoption of the merger agreement and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

        If you fail to return your proxy card or fail to submit your proxy by telephone or the Internet and do not vote in person at the special meeting, it will have the same effect as a vote "AGAINST" the adoption of the merger agreement for purposes of the stockholder approval, but will have no effect for purposes of any vote regarding adjournment of the special meeting.

        If your shares of company common stock are held in "street name" by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of company common stock using the instructions provided by your broker, bank or other nominee.

        Any stockholder attending the special meeting may vote in person by ballot even if he or she has already submitted a proxy by proxy card, telephone or the Internet. Such vote by ballot will revoke any proxy previously submitted. However, if you hold your shares of company common stock through a bank or broker or other nominee, you must provide a legal proxy issued from such custodian in order to vote your shares in person at the special meeting.

        Any stockholders of the Company who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of company common stock in lieu of the merger consideration if the merger contemplated by the merger agreement is completed, but only if they submit a written demand for appraisal of their shares before the taking of the vote on the merger agreement at the special meeting and they comply with all requirements of the Delaware General Corporation Law for exercising appraisal rights, which are summarized in the accompanying proxy statement in the section entitled "Appraisal Rights" beginning on page 88.

Scottsdale, Arizona
                , 2011

         PLEASE DO NOT SEND YOUR STOCK CERTIFICATES AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR STOCK CERTIFICATES.

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SUMMARY

         This summary, together with the "Questions and Answers about the Merger and the Special Meeting", highlights selected information in this proxy statement and may not contain all of the information about the merger that is important to you. We encourage you to read carefully this entire proxy statement, its annexes and the documents we refer to or incorporate by reference in this proxy statement. See "Where You Can Find More Information" beginning on page 98. Each item in this summary includes a page reference directing you to a more complete description of that topic. In this proxy statement, the terms "Rural/Metro", the "Company", "we", "our" and "us" refer to Rural/Metro Corporation and, as relevant, its predecessors, operating divisions and direct and indirect subsidiaries. When we refer to the merger agreement, we mean the Agreement and Plan of Merger, dated as of March 28, 2011, by and among WP Rocket Holdings LLC, WP Rocket Merger Sub, Inc. and the Company, as it may be amended from time to time, a copy of which is attached as Annex A to this proxy statement. When we refer to the merger, we mean the merger of WP Rocket Merger Sub, Inc. with and into the Company that is contemplated by the merger agreement. When we refer to the merger consideration, we mean an amount in cash equal to $17.25 per share, without interest and less any applicable withholding taxes.

The Parties to the Merger (page 22)

        Rural/Metro Corporation is a Delaware corporation headquartered in Scottsdale, Arizona. We are a leading provider of medical transportation services, which consist primarily of emergency and non-emergency ambulance services. We provide services to approximately 440 communities in 20 states, including 911 emergency ambulance services and non-emergency medical and wheelchair transportation services. We also provide non-emergency medical transportation services to a broad customer base, including hospitals, nursing homes and specialized healthcare facilities, on a non-contractual basis.

        WP Rocket Holdings LLC, which we refer to as Parent, is a Delaware limited liability company controlled by private investment funds affiliated with Warburg Pincus LLC, which we refer to as Warburg Pincus, that was formed for the sole purpose of entering into the merger agreement and completing the merger. Parent has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement, including the merger and the financing of the merger consideration. Warburg Pincus has informed us that it may convert Parent into a Delaware corporation prior to the merger.

        WP Rocket Merger Sub, Inc., which we refer to as Merger Sub, was formed by Parent solely for the purpose of completing the merger with the Company. Merger Sub is a wholly-owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the merger agreement, including the merger and the financing of the merger consideration.

The Special Meeting (page 23)

Time, Place and Purpose of the Special Meeting (page 23)

        The special meeting will be held at the Company's corporate headquarters at 9221 East Via de Ventura, Scottsdale, Arizona 85258 on                         , 2011, starting at                , local time. At the special meeting, you will be asked to consider and vote on the proposals to:

•

adopt the merger agreement, pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation; and



•

adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

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        Only holders of record of shares of common stock of the Company, par value $0.01 per share, which we refer to as company common stock at the close of business on                        , 2011, which we refer to as the record date, are entitled to notice of and to vote at the special meeting.

Special Committee and Board Recommendation (page 23)

        The Board of Directors of the Company, which we refer to as the Board of Directors, formed a committee of three independent directors on October 27, 2010, which we refer to as the special committee, for the purpose of, among other things, overseeing a review of the Company's strategic alternatives. The directors on the special committee were Messrs. Shackelton, Davis and Walker and Mr. Shackelton served as chair of the special committee. The special committee unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of, the Company and our stockholders and recommended to the Board of Directors that it approve, adopt and declare advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger.

        The Board of Directors, acting upon the recommendation of the special committee, has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of, the Company and our stockholders, adopted and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger, and recommends that you vote "FOR" the adoption of the merger agreement and "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

         Vote Required for Approval; Abstentions and Broker Non-Votes (page 24)

        The adoption of the merger agreement requires the affirmative vote in person or by proxy of the holders of a majority of the outstanding shares of company common stock as of the record date, which we refer to as the company stockholder approval. Abstentions, "broker non-votes" and the failure to vote will have the same effect as voting "AGAINST" the adoption of the merger agreement for purposes of the company stockholder approval. A "broker non-vote" occurs when a broker does not have discretion to vote on the matter and has not received instructions from the beneficial holder as to how such holder's shares are to be voted on the matter.

        The proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, requires the affirmative vote of the holders of at least a majority of the shares of company common stock that are present, in person or by proxy, and entitled to vote at the special meeting, whether or not a quorum is present. A failure to vote your shares of company common stock or a "broker non-vote" will have no effect on the outcome of any vote to adjourn the special meeting. An abstention will have the same effect as voting "AGAINST" any proposal to adjourn the special meeting.

        As more fully described under "Voting Agreement" beginning on page 86, Coliseum Capital Partners, L.P. and Blackwell Partners, LLC, two investment funds, have entered into a voting agreement with Parent under which, subject to limited exceptions, they have agreed to, among other things, vote shares of company common stock, representing approximately        % of the outstanding shares of company common stock as of the record date, in favor of the adoption of the merger agreement and the transactions contemplated by the merger agreement and the proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of proxies. Christopher Shackelton, chairman of the Board of Directors and chair of the special committee, and Adam Gray are the managers of the investment funds that signed the voting agreement.

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        As of the record date, the directors and executive officers of the Company beneficially owned in the aggregate approximately        % of the shares of company common stock entitled to vote at the special meeting, exclusive of the shares of company common stock subject to the voting agreement. In the aggregate, together with the shares of company common stock subject to the voting agreement, these shares of company common stock represent approximately        % of the votes necessary to adopt the merger agreement at the special meeting. All of our directors and executive officers have advised us that they plan to vote all of their shares of company common stock in favor of the adoption of the merger agreement.

        For further explanation, see "Questions and Answers about the Merger and the Special Meeting" beginning on page 14 and "The Special Meeting" beginning on page 23.

The Merger (page 27)

        Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger under Delaware law, which we refer to as the effective time, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent. As a result of the merger, the Company will become a privately owned company, controlled by Warburg Pincus. We are working toward completing the merger as quickly as possible, and we anticipate that it will be completed by the middle of 2011.

        If the merger is completed, each share of company common stock will be converted into the right to receive the merger consideration. Holders of company common stock will be entitled to seek appraisal rights in lieu of receiving the merger consideration. Please refer to "Appraisal Rights" beginning on page 88.

        Upon completion of the merger, shares of company common stock will no longer be listed on The NASDAQ Capital Market, which we refer to as NASDAQ, the registration of shares of company common stock under the Securities Exchange Act of 1934, as amended, or the Exchange Act, will be terminated, price quotations with respect to shares of company common stock will no longer be available and the Company will no longer file periodic reports with the U.S. Securities and Exchange Commission, which we refer to as the SEC.

        Following and as a result of the merger, the stockholders of the Company will no longer have any interest or rights in, and will no longer be stockholders of, the Company, and will not participate in any of the Company's future earnings or growth.

Merger Consideration (page 66)

        At the effective time, each issued and outstanding share of company common stock immediately prior to the effective time (other than shares held by the Company or any of its subsidiaries, Parent, Merger Sub or any of Parent's other direct or indirect subsidiaries or shares held by stockholders who have properly exercised and perfected appraisal rights in accordance with the Delaware General Corporation Law, which we refer to as the DGCL) will be converted automatically into and will thereafter represent the right to receive the merger consideration. At the effective time, all such shares of company common stock will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of a certificate representing any such shares of company common stock will cease to have any rights with respect thereto, except the right to receive the merger consideration to be paid in consideration therefor upon surrender of such certificate.

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Opinions of the Company's Financial Advisors (page 36):

Opinion of RBC Capital Markets, LLC (page 36).

        On March 27, 2011, representatives of RBC Capital Markets, LLC, which we refer to as RBC, delivered RBC's oral opinion, subsequently confirmed in writing by delivery of its written opinion, to the Board of Directors to the effect that, as of such date and based upon and subject to the factors and assumptions made, procedures followed, matters considered and limits of the review undertaken by RBC set forth therein, the $17.25 per share of company common stock to be paid to the holders of outstanding shares of company common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders, other than Coliseum Capital Partners, L.P., Blackwell Partners, LLC, and their respective affiliates.

        The full text of RBC's written opinion, dated March 27, 2011, sets forth, among other things, the factors and assumptions made, procedures followed, matters considered and limits of the review undertaken by RBC in connection with its opinion, a copy of which is attached as Annex C to this proxy statement. The summary of RBC's opinion contained in this proxy statement is qualified in its entirety by reference to the full text of the opinion. RBC provided its opinion for the information and assistance of the Board of Directors in connection with its consideration of the merger. All advice and opinions (written and oral) rendered by RBC were intended for the use and benefit of the Board of Directors. RBC's opinion was not a recommendation to any stockholder as to how such stockholder should vote with respect to the merger or any other proposal to be voted upon by the stockholders of the Company in connection with the merger, and RBC's opinion did not address the merits of the underlying decision by the Company to engage in the merger or the relative merits of the merger compared to any alternative business strategy or transaction in which the Company might engage.

        We encourage our stockholders to read RBC's opinion carefully and in its entirety. For further discussion of RBC's opinion, see "The Merger—Opinions of the Company's Financial Advisors—Opinion of RBC Capital Markets, LLC" beginning on page 36.

Opinion of Moelis & Company LLC (page 42)

        On March 27, 2011, representatives of Moelis & Company LLC, which we refer to as Moelis, delivered Moelis' oral opinion, subsequently confirmed in writing by delivery of its written opinion, to the Board of Directors that, as of such date and based upon and subject to the conditions and limitations set forth therein, the $17.25 per share of company common stock to be paid to the holders of outstanding shares of company common stock pursuant to the merger agreement is fair from a financial point of view to such holders other than Coliseum Capital Partners, L.P., Blackwell Partners, LLC, Parent, Merger Sub, and their respective affiliates.

        The full text of Moelis' written opinion, dated March 27, 2011, sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with its opinion, a copy of which is attached as Annex D to this proxy statement. The summary of Moelis' opinion contained in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Moelis provided its opinion for the information and assistance of the Board of Directors in connection with its consideration of the merger. Moelis' opinion does not constitute a recommendation to any holder of company common stock as to how such stockholder should vote with respect to the merger or any other matter. Moelis' opinion is limited solely to the fairness of the merger consideration from a financial point of view as of the date of the opinion and does not address the Company's underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available to the Company.

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        We encourage our stockholders to read Moelis' opinion carefully and in its entirety. For further discussion of Moelis' opinion, see "The Merger—Opinions of the Company's Financial Advisors—Opinion of Moelis & Company LLC" beginning on page 42.

Financing of the Merger (page 50)

        We estimate that the total amount of funds necessary to complete the merger and the related transactions and financings, including the payment of related fees and expenses, will be approximately $733 million. We expect this amount to be funded through a combination of the following:

•

equity financing of up to $218 million to be provided or secured by Warburg Pincus Private Equity X, L.P., who we refer to as the Guarantor, or other parties to whom the Guarantor assigns a portion of its commitment;



•

a $415 million senior secured term loan facility and revolving credit facility;



•

the issuance of $200 million in aggregate principal amount of senior unsecured notes (supplemented or replaced, if some or all of those notes cannot be sold at closing, by borrowings under a senior unsecured bridge loan facility); and



•

to the extent available, unrestricted cash on hand of the Company.

        Parent has obtained the equity and debt financing commitments described below. The funding under those commitments is subject to conditions, including conditions that do not relate directly to the merger agreement. Parent has represented to us that, if the financing is funded in accordance with the equity and debt funding letters described herein, it has sufficient committed equity and debt financing to complete the transaction. Although obtaining the equity or debt financing is not a condition to the completion of the merger, the failure of Parent and Merger Sub to obtain sufficient financing would likely result in the failure of the merger to be completed. In that case, Parent may be obligated to pay the Company a fee of $33.84 million, which we refer to as the parent termination fee, as described under "The Merger Agreement—Termination Fees" beginning on page 83. Payment of such fee is guaranteed by the Guarantor.

Equity Financing

        Parent has entered into a letter agreement, which we refer to as the equity financing letter, with the Guarantor dated as of March 28, 2011, pursuant to which the Guarantor has committed, upon the terms and subject to the conditions set forth in the equity financing letter, to make or secure capital contributions to Parent for an aggregate of up to $218 million. The Guarantor may assign a portion of its equity commitment to other investors, although no assignment of the equity commitment to other investors will affect the Guarantor's commitment to make or secure capital contributions pursuant to the equity financing letter.

        The Guarantor's equity commitment is generally subject to the satisfaction of the conditions to Parent and Merger Sub's obligations to effect the consummation of the merger as set forth in the merger agreement, the satisfaction of the conditions to the initial funding under the debt financing, and the substantially concurrent receipt of the proceeds of the debt financing described below. The Company is a third-party beneficiary of the equity financing letter solely in the limited circumstances set forth in the merger agreement in which the Company is entitled to seek specific performance of Parent's obligation to cause the equity financing contemplated by the equity financing letter to be funded, as described under "The Merger Agreement—Specific Performance" beginning on page 85.

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Debt Financing

        In connection with the execution and delivery of the merger agreement, Merger Sub has obtained a debt commitment letter, dated as of March 28, 2011, from Credit Suisse AG, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and Jefferies Finance LLC, which we refer to collectively as the lenders, to provide, severally and not jointly, upon the terms and subject to the conditions set forth in the debt commitment letter, up to $615 million in debt financing (not all of which is expected to be drawn at the closing of the merger), consisting of (i) up to $415 million pursuant to senior secured facilities (consisting of a $315 million term loan facility with a term of seven years (which must be drawn in full concurrently with the consummation of the merger) and a $100 million revolving facility with a term of five years (which will include sublimits for the issuance of letters of credit and swingline loans)) and (ii) up to $200 million pursuant to a senior unsecured bridge loan facility (which would be utilized in the event that Merger Sub cannot issue and sell the full amount of the senior unsecured notes referred to in the next sentence on or prior to the closing of the merger). It is expected that at the closing of the merger, $200 million in aggregate principal amount of senior unsecured notes will be issued pursuant to Rule 144A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, or another private placement exemption in lieu of the senior unsecured term loans under the bridge loan facility.

Financing Cooperation

        The Company has agreed to, and has agreed to cause its subsidiaries to, use reasonable best efforts to cause its and their representatives to, provide to Parent such cooperation reasonably requested by Parent in connection with the financing or any permitted replacement, amended, modified or alternative financing, as more fully described in "The Merger—Financing of the Merger" beginning on page 50. Parent has agreed to (i) reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred by the Company or any of its subsidiaries in connection with their cooperation with Parent's arrangement of financing and (ii) indemnify the Company, its subsidiaries, and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, which we refer to as representatives, subject to certain exceptions, from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with Parent's arrangement of financing and any information (other than information furnished by or on behalf of the Company or its subsidiaries) used in connection therewith.

Limited Guaranty (page 53)

        Concurrently with the execution of the merger agreement, pursuant to a limited guaranty delivered by the Guarantor, the Guarantor has unconditionally and irrevocably guaranteed to the Company the due and punctual payment, observance, performance and discharge of the obligations of Parent with respect to the $33.84 million termination fee payable under certain circumstances by Parent, subject to the limitations set forth in the limited guaranty and the merger agreement. The limited guaranty is the Company's sole recourse against the Guarantor, its affiliates and related parties, including Warburg Pincus, for any loss suffered as a result of the failure of the merger to be consummated or for a breach or failure to perform under the merger agreement.

        The limited guaranty will terminate, among other circumstances, on the earliest of (i) the effective time, (ii) receipt in full by the Company or its affiliates of the $33.84 million termination fee, (iii) termination of the merger agreement in accordance with its terms, in any circumstances other than pursuant to which Parent would be obligated to make a payment of the $33.84 million termination fee, (iv) the 12-month anniversary of any termination of the merger agreement in accordance with its terms in any circumstances pursuant to which Parent would be obligated to make a payment of the

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$33.84 million termination fee and (v) the initiation of certain legal actions against the Guarantor, its affiliates or related parties.

Accounting Treatment (page 53)

        The merger will be accounted for as a purchase transaction for financial accounting purposes.

Certain Material U.S. Federal Income Tax Consequences (page 54)

        The exchange of company common stock for cash pursuant to the merger agreement will be a taxable transaction for U.S. federal income tax purposes. Stockholders who exchange their shares of company common stock in the merger generally will recognize gain or loss in an amount equal to the difference, if any, between the cash received in the merger and their adjusted tax basis in their shares of company common stock. You should consult your tax advisor for a complete analysis of the effect of the merger on your federal, state, local and/or foreign taxes.

Interests of the Company's Directors and Executive Officers in the Merger (page 56)

        In considering the recommendation of the Board of Directors, you should be aware that some of our directors and executive officers have interests in the merger that may be different from, or in addition to, your interests as a stockholder. These interests include, among others:

•

accelerated vesting of stock options, stock appreciation rights and restricted share units upon completion of the merger;



•

the anticipated establishment of an equity-based compensation plan and grants of equity awards to our executive officers and other key employees after completion of the merger (although, as of the date of this proxy statement, no discussions have been held and no agreement, arrangement or understanding has been reached between Parent, Warburg Pincus or their affiliates and management on the terms of any such new equity plan);



•

continued indemnification and directors' and officers' liability insurance applicable to the period prior to completion of the merger;



•

severance payments and benefits if a qualifying termination of employment were to occur following the completion of the merger; and



•

the assumption by the surviving corporation of the employment agreements of certain of our executive officers upon completion of the merger.

        As of the date of this proxy statement, no members of our management have entered into any agreement, arrangement or understanding with the Company, Parent, Merger Sub or their affiliates regarding the right to convert into or reinvest or participate in the equity of, the surviving corporation or Parent or any of its subsidiaries. Other than those employment agreements between our current management and the Company existing prior to the execution of the merger agreement, as of the date of this proxy statement, no members of our current management have entered into any agreement, arrangement or understanding with the Company, Parent, Merger Sub or their affiliates regarding employment with the surviving corporation. Parent has informed us that it may establish equity-based compensation plans for management of the surviving corporation. In the event any new arrangements or agreements are entered into at or prior to completion of the merger, such arrangements would not become effective until after the merger is completed.

        The Board of Directors was aware of these interests and considered them, among other matters, prior to making their determination to recommend the adoption of the merger agreement to our stockholders.

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Treatment of Company Equity Awards (page 58)

Restricted Share Units

        Under the merger agreement, we have agreed to adopt such resolutions and take such other actions as may be required so each restricted share unit awarded pursuant to the Company stock plans, which we refer to as a RSU, that is outstanding immediately prior to the effective time shall, at the effective time, be vested and canceled and shall cease to exist and the holder thereof shall cease to have any rights with respect thereto except the right to receive, on the date on which the effective time occurs, an amount in cash, without interest, equal to (i) the merger consideration multiplied by (ii) the number of shares of company common stock subject to such RSU held by such holder immediately prior to the effective time.

Stock Options and SARs

        Under the merger agreement, we have agreed to adopt such resolutions and take such other actions as may be required so that each unexercised stock option or stock appreciation right, which we refer to as a SAR, whether vested or unvested, that is outstanding immediately prior to the effective time shall be canceled, and shall cease to exist and the holder thereof shall cease to have any rights with respect thereto, except the right, on the date on which the effective time occurs, to receive an amount in cash, without interest, equal to (i) the excess, if any, of (a) the merger consideration over (b) the exercise price per share of company common stock subject to such stock option or SAR multiplied by (ii) the number of shares of company common stock subject to such stock option or SAR.

Governmental and Regulatory Approvals (page 63)

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, the merger may not be completed until the Company and Parent each file a notification and report form under the HSR Act with the Federal Trade Commission, or the FTC, and the Antitrust Division of the Department of Justice, or the DOJ, and the applicable waiting period has expired or been terminated. The notification and report forms under the HSR Act were filed with the FTC and DOJ on April 11, 2011.

        In addition, the merger will require certain notifications to or approvals by regulatory authorities, such as state departments of health, in connection with the Company's licenses, permits, registrations and certificates of need.

Litigation Related to the Merger (page 64)

        The Company and each member of the Board of Directors are named as defendants in purported class action lawsuits, which we refer to as the stockholder actions, brought by alleged stockholders of the Company challenging the Company's proposed merger with Parent. The stockholder actions were filed in the Court of Chancery of the State of Delaware ( Llorens v. Rural/Metro Corporation, et al., filed April 6, 2011) and in the Superior Court of the State of Arizona, County of Maricopa ( Joanna Jervis v. Rural/Metro Corporation, et al., filed April 6, 2011). Warburg Pincus, Parent, Merger Sub and Robert E. Wilson, a former member of the Board of Directors, are also named as defendants in the Llorens stockholder action. The stockholder actions allege, among other things, that the members of the board of directors breached their fiduciary duties owed to the Company's public stockholders and were aided and abetted by certain of the defendants, and seek, among other things, to enjoin the defendants from completing the merger on the agreed-upon terms.

        The Company believes the allegations in these actions are without merit and intends to vigorously defend these matters. For more information, see "The Merger—Litigation Relating to the Merger" beginning on page 64.

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        One of the conditions to the closing of the merger is that no injunction, judgment or ruling by a court or other governmental entity shall be in effect that enjoins, restrains, prevents or prohibits consummation of the merger or that makes the consummation of the merger illegal. As such, if the purported class is successful in obtaining an injunction prohibiting the defendants from completing the merger on the agreed upon terms, then such injunction may prevent the merger from becoming effective, or from becoming effective within the expected timeframe.

The Merger Agreement (page 65)

Conditions to the Completion of the Merger (page 80)

        The completion of the merger is subject to, among other things, the following conditions:

•

obtaining the company stockholder approval;



•

the waiting period under the HSR Act having expired or been terminated, and any related required approvals having been obtained; and



•

the absence of any law, injunction, judgment, or ruling by any governmental authority that has the effect of enjoining, restraining, preventing, or prohibiting consummation of the merger or making the consummation of the merger illegal.

        The obligations of Parent and Merger Sub to effect the merger are subject to, among other things, the following conditions:

•

the representations and warranties of the Company must be true and correct, subject, in certain cases, to certain materiality thresholds, at and as of March 28, 2011 and the effective time (except to the extent expressly made as of an earlier date, in which case such earlier date);



•

the Company must have performed in all material respects all obligations required under the merger agreement by the closing date of the merger; and



•

since March 28, 2011, there shall not have been any development, change, event, state of facts or occurrence that has had or would reasonably be expected to have a material adverse effect (see "The Merger Agreement—Material Adverse Effect Definition" beginning on page 70).

        The obligations of the Company to effect the merger are subject to, among other things, the following conditions:

•

the representations and warranties of Parent and the Merger Sub must be true and correct, subject, in certain cases, to certain materiality thresholds, at and as of March 28, 2011 and the effective time (except to the extent expressly made as of an earlier date, in which case such earlier date); and



•

Parent and Merger Sub must have performed in all material respects all obligations required under the merger agreement by the closing date of the merger.

        None of the parties may terminate the agreement based on the failure of a condition to be satisfied if that failure was caused by the same party's failure to use the standard of efforts required of it under the merger agreement.

        Notwithstanding the satisfaction of the above conditions, Parent is not obligated to complete the merger until the expiration of a 40 consecutive day marketing period that Parent may use to complete its debt financing for the merger. The 40 consecutive day marketing period begins to run after the conditions to Parent's obligation to consummate the merger have been satisfied, including the delivery of certain financial information required by Parent to complete its contemplated debt financing for the merger. Once commenced, the marketing period may terminate before its completion and will

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re-commence at a later time under certain circumstances. See "The Merger Agreement—Effective Time; Marketing Period" beginning on page 65.

Restrictions on Solicitations of Other Offers and Change in Board Recommendation (page 73)

        In the merger agreement, we have agreed not to solicit any inquiry or the making of any alternative acquisition proposals or engage in any negotiations or discussions with any person relating to an alternative acquisition proposal. The merger agreement contains detailed provisions that prohibit the Company from soliciting an alternative acquisition proposal (as discussed in the section titled "The Merger Agreement—Restrictions on Solicitations of Other Offers" beginning on page 73). The merger agreement does not, however, prohibit the Board of Directors from considering and recommending to the stockholders of the Company an unsolicited acquisition proposal from a third party if specified conditions are met. If the Board of Directors determines in good faith that a written unsolicited bona fide acquisition proposal constitutes, or would reasonably be expected to result in, a superior proposal and that the failure to take such action would be inconsistent with the directors' fiduciary duties under applicable law, after giving written notice to Parent of such determinations, we may respond to such acquisition proposal or participate in discussions or negotiations with the person making such acquisition proposal, and under certain circumstances, withdraw or modify our recommendation of the adoption of the merger agreement. After any such withdrawal or modification, which we refer to as a change of recommendation, Parent will have the ability to require that we hold a meeting of our stockholders to vote on the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms.

Termination of the Merger Agreement (page 81)

        The merger agreement may be terminated and the merger abandoned at any time prior to the effective time by mutual written consent of the Company, Parent and Merger Sub.

        Subject to certain limitations, the merger agreement may be terminated by either Parent or the Company, if:

•

the merger has not been consummated on or before 5:00 p.m., New York City time, September 28, 2011, which we refer to as the walk-away date;



•

the company stockholder approval has not been obtained at the special meeting or at any adjournment or postponement thereof; or



•

any law, injunction, judgment, or ruling by any governmental authority that has the effect of enjoining, restraining, preventing, or prohibiting consummation of the merger or making the consummation of the merger illegal is in effect and has become final and nonappealable.

        Subject to certain limitations, the merger agreement may be terminated by Parent if:

•

(i) the Board of Directors has made a change of recommendation, approved or recommended an alternative acquisition proposal to the stockholders of the Company, failed to reaffirm its recommendation in favor of the merger in certain circumstances, (ii) the Company or the Board of Directors has approved or recommended, or entered into or authorized the Company to enter into, a letter of intent or agreement with respect to an alternative acquisition proposal, (iii) the Company has failed to include the Board of Directors' recommendation of the merger agreement and the merger in this proxy statement, or (iv) the Company or the Board of Directors has authorized or publicly proposed to do any of the foregoing;

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•

the Company has breached its covenants regarding non-solicitation or holding a stockholders meeting in any material respect; or



•

the representations and warranties of the Company are not true and correct or the Company has breached or failed to perform any of its covenants or agreements set forth in the merger agreement, such that certain conditions to the closing of the merger would not be satisfied and such breach cannot be cured by the Company by the walk-away date, or, if capable of being cured, is not cured within 30 days following receipt of written notice thereof.

        Subject to certain limitations, the merger agreement may be terminated by the Company if:

•

the Board of Directors authorizes entry into a definitive agreement with respect to a superior proposal, subject to certain conditions including negotiating in good faith with Parent to make revisions to the merger agreement, immediately prior to or substantially concurrent with the termination of the merger agreement, the Company enters into a definitive agreement with respect to a superior proposal and the Company pays Parent the termination fee described below;



•

the representations and warranties of Parent or Merger Sub are not true and correct or Parent or Merger Sub has breached or failed to perform any of its covenants or agreements set forth in the merger agreement, such that certain conditions to the closing of the merger would not be satisfied and such failure cannot be cured by Parent by the walk-away date, or, if capable of being cured, is not cured within 30 days following receipt by Parent or Merger Sub of written notice thereof; or



•

the conditions to the closing of the merger have been satisfied on the date the closing should have been completed, including after the expiration of the marketing period, the Company sent an irrevocable written confirmation of willingness to close, and the Company stood ready, willing and able to consummate on that date but Parent and Merger Sub failed to consummate the transactions contemplated by the merger agreement, including the merger, within three business days following such date.

Termination Fees (page 83)

        If the merger agreement is terminated, under certain circumstances, including, among other things, because of the failure of the merger to be consummated on or before the walk-away date or the company stockholder approval has not been obtained in accordance with the terms of the merger agreement and an alternative acquisition proposal has been made public, or because the Board of Directors has made a change of recommendation or taken certain other actions with respect to an alternative acquisition proposal or because the Company breached its covenant to hold the special meeting or not to solicit alternative acquisition proposals, the Company will be required to pay to Parent a termination fee of $16.92 million.

        If the merger agreement is terminated by the Company, under certain circumstances, including Parent's uncured breach of representations or warranties that would result in the failure of certain conditions to the closing of the merger to be satisfied or Parent's failure to close when the conditions to the closing of the merger have been satisfied and the marketing period has expired, Parent will be required to pay to the Company a termination fee of $33.84 million. See "The Merger Agreement—Termination Fees" beginning on page 83.

Specific Performance and Limitation on Company Remedies (page 85)

        Parent and Merger Sub are, and subject to certain exceptions the Company is, entitled to seek an injunction, specific performance and other equitable relief to prevent breaches under the merger agreement, and to enforce specifically its terms and provisions. However, only upon the satisfaction of

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certain conditions, including the availability of the debt financing, will we be entitled to seek specific performance to cause the equity financing to be funded to fund the merger consideration and to cause Merger Sub and Parent to consummate the merger. In addition, while we may pursue both a grant of specific performance or other equitable remedy and the payment of the termination fee by Parent, we may not receive both a grant of specific performance of the obligation to consummate the merger and monetary damages in connection with the merger agreement or any termination of the merger agreement (including any portion of the termination fee).

Voting Agreement (page 86)

        Concurrently with the execution and delivery of the merger agreement, on March 28, 2011, Coliseum Capital Partners, L.P. and Blackwell Partners, LLC, two investment funds, entered into a voting agreement with Parent, a copy of which is attached as Annex B to this proxy statement. On the date of this proxy statement,        shares, or approximately        %, of company common stock outstanding on the record date are subject to the voting agreement, which we refer to as the voting agreement shares. The stockholders party to the voting agreement have agreed to vote the voting agreement shares, and granted to Parent an irrevocable proxy to vote such shares at every meeting of the stockholders of the Company (and any adjournment or postponement thereof), (i) in favor of adoption of the merger agreement and any other action related thereto, (ii) against the approval of any acquisition proposal or the adoption of any other transaction, proposal, agreement or action made in opposition to adoption of the merger agreement or in competition or inconsistent with the merger and (iii) against any other action that is intended or could prevent, impede, or in any material respect, interfere with, or delay the transactions contemplated by the merger agreement, including the merger. The stockholders party to the voting agreement also agreed to certain restrictions on their ability to solicit inquiries or initiate discussions with respect to, or to respond to, alternative proposals to acquire the Company. The voting agreement will terminate upon, among other things, the termination of the merger agreement in accordance with its terms. Christopher Shackelton, chairman of the Board of Directors and chair of the special committee, and Adam Gray are the managers of the investment funds that signed the voting agreement.

Appraisal Rights (page 88)

        Under Delaware law, holders of company common stock who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal rights will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, their shares of company common stock if the merger is completed, in lieu of receiving the merger consideration. This value could be more than, the same as, or less than the value of the merger consideration. Generally, in order to exercise appraisal rights, among other things, you must (i) not vote in favor of adoption of the merger agreement, and (ii) make a written demand for appraisal in compliance with the DGCL prior to the vote of our stockholders in favor of the adoption of the merger agreement. The relevant provisions of the DGCL are included as Annex E to this proxy statement. You are encouraged to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to seek appraisal, the stockholders of the Company who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with these provisions will result in loss of the right of appraisal. Please refer to "Appraisal Rights" beginning on page 88.

Market Price of Company Common Stock (page 95)

        The merger consideration represented a premium of approximately 37.5% over the closing price of company common stock on NASDAQ of $12.55 on March 25, 2011, the last trading day prior to our public announcement that we had entered into the merger agreement, a premium of approximately

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22.1% over the volume weighted average price per share of company common stock for the three-month period ended March 25, 2011 of $14.13 and a premium of approximately 9.9% over the highest closing price per share of company common stock during the 52-week period ended March 25, 2011 of $15.69, as described further in "—Opinions of the Company's Financial Advisors" beginning on page 36. On                        , 2011, the most recent practicable trading date prior to the date of this proxy statement, the closing price of company common stock on NASDAQ was $            per share. You are urged to obtain current market quotations for company common stock when considering whether to adopt the merger agreement.

Where You Can Find More Information (page 98)

        You can find more information about the Company in the periodic reports and other information we file with the SEC. The information is available at the SEC's public reference facilities and at the website maintained by the SEC at www.sec.gov. For a more detailed description of the additional information available, see "Where You Can Find More Information" beginning on page 98.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

         The following questions and answers address briefly some questions you may have regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a stockholder of Rural/Metro. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to or incorporate by reference in this proxy statement .

Q:

Why am I receiving these materials?

A:

You are receiving this proxy statement and proxy card because you owned shares of company common stock on                        , 2011, the record date for the special meeting. The Board of Directors is providing these proxy materials to give you information for use in determining how to vote in connection with the special meeting.

The Merger

Q:

What is the proposed transaction?

A:

The proposed transaction is the acquisition of the Company by Parent pursuant to the merger agreement. Under the terms of the merger agreement, if the merger agreement is adopted by the stockholders of the Company and the other closing conditions under the merger agreement have been satisfied or waived (other than those which, by their nature, are satisfied upon the closing of the merger or are non-waivable), and Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation as a wholly-owned subsidiary of Parent. After the merger, shares of company common stock will cease to be traded on NASDAQ.

Q:

What will I receive for my shares of company common stock in the merger?

A:

Upon completion of the merger, you will receive $17.25 per share in cash, without interest and less any applicable withholding taxes, for each share of company common stock that you own. You will not receive the merger consideration if you have properly exercised and not withdrawn appraisal rights under the DGCL with respect to such shares. Upon the effective time, you will not own shares in Rural/Metro or Parent.

The exchange of company common stock for cash pursuant to the merger agreement will be a taxable transaction for U.S. federal income tax purposes. See "The Merger—Certain Material U.S. Federal Income Tax Consequences" beginning on page 54 for a more detailed description of the U.S. tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your federal, state, local and/or foreign taxes.

Q:

How will the Company's stock options and SARs be treated in the merger?

A:

We have agreed to adopt such resolutions and take such other actions as may be required so that each unexercised stock option or SAR, whether vested or unvested, that is outstanding immediately prior to the effective time will be canceled, and the holder thereof shall cease to have any rights with respect thereto except the right, on the date which the effective time occurs, to receive an amount in cash, without interest, equal to (i) the excess, if any, of (a) the merger consideration over (b) the exercise price per share of company common stock subject to such stock option or SAR multiplied by (ii) the number of shares of company common stock subject to such stock option or SAR.

Q:

How will the RSUs be treated in the merger?

A:

We have agreed to adopt such resolutions and take such other actions as may be required so each RSU that is outstanding immediately prior to the effective time will, at the effective time, be vested and canceled and the holder thereof shall cease to have any rights with respect thereto

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except the right to receive, on the date on which the effective time occurs an amount in cash equal to (i) the merger consideration multiplied by (ii) the number of shares of company common stock subject to such RSU held by such holder immediately prior to the effective time.

Q:

What vote is required to adopt the merger agreement?

A:

The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of company common stock. A failure to vote your shares of company common stock, abstaining from the vote or a "broker non-vote" will have the same effect as voting "AGAINST" the adoption of the merger agreement for purposes of the stockholder approval of the merger agreement. A "broker non-vote" occurs when a broker does not have discretion to vote on the matter and has not received instructions from the beneficial holder as to how such holder's shares are to be voted on the matter.

As more fully described under "Voting Agreement" beginning on page 86, Coliseum Capital Partners, L.P. and Blackwell Partners, LLC, two investment funds, have entered into a voting agreement with Parent under which, subject to limited exceptions, they have agreed to, among other things, vote shares of company common stock, representing approximately        % of the outstanding shares of company common stock as of the record date, in favor of the adoption of the merger agreement and the transactions contemplated by the merger agreement and the proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of proxies. Christopher Shackelton, chairman of the Board of Directors and chair of the special committee, and Adam Gray are the managers of the investment funds that signed the voting agreement.

Q:

When do you expect the merger to be completed?

A:

We are working toward completing the merger as quickly as possible, and we anticipate that it will be completed by the middle of 2011. In order to complete the merger, we must obtain the company stockholder approval and the other closing conditions under the merger agreement must be satisfied or waived (other than those which, by their nature, are satisfied upon the closing of the merger or are non-waivable). These conditions are described in "The Merger Agreement—Conditions to the Completion of the Merger" beginning on page 80.

In addition, Parent is not obligated to complete the merger until the expiration of a 40 consecutive day marketing period that Parent may use to complete its debt financing for the merger. The 40 consecutive day marketing period begins to run after the conditions to Parent's obligation to consummate the merger have been satisfied, including the delivery of certain financial information required by Parent to complete its contemplated debt financing for the merger. Once commenced, the marketing period may terminate before its completion and will re-commence at a later time under certain circumstances. See "The Merger—Financing of the Merger" beginning on page 50, "The Merger Agreement—Financing Covenant; Company Cooperation" beginning on page 76 and "The Merger Agreement—Effective Time; Marketing Period" on page 65.

Q:

Is the merger expressly conditioned upon Parent and Merger Sub obtaining financing?

A:

The consummation of the merger is not expressly conditioned on Parent and Merger Sub obtaining financing. However, the failure of Parent and Merger Sub to obtain sufficient financing would likely result in the failure of the merger to be completed. It is estimated that the total amount of funds necessary to consummate the merger and related transactions will be approximately $733 million. Parent's and Merger Sub's funding will come from debt and equity financing for which Parent has obtained commitment letters and, to the extent available, the unrestricted cash on hand of the Company. Funding of the debt and equity financing is subject to the satisfaction of the conditions set forth in these commitment letters, as more fully described in "The Merger—Financing of the Merger" beginning on page 50.

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Q:

What effects will the proposed merger have on the Company?

A:

Upon completion of the proposed merger, the Company will cease to be a publicly traded company and will be a wholly-owned subsidiary of Parent. As a result, you will no longer have any interest in our future earnings or growth, if any. Following completion of the merger, the registration of shares of company common stock and our reporting obligations with respect to company common stock under the Exchange Act are expected to be terminated. In addition, upon completion of the proposed merger, shares of company common stock will no longer be listed on NASDAQ or any other stock exchange or quotation system.

Q:

What happens if the merger is not completed?

A:

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares pursuant to the merger agreement. Instead, the Company will remain a public company and company common stock will continue to be registered under the Exchange Act and listed for trading on NASDAQ. Under specified circumstances, we may be required to pay Parent a termination fee, or Parent may be required to pay us a termination fee, in each case as described in "The Merger Agreement—Termination Fees" beginning on page 83.

Q:

Is the merger expected to be taxable to me?

A:

Yes, if you are a U.S. holder. The exchange of company common stock for cash pursuant to the merger is a taxable transaction to U.S. holders for U.S. federal income tax purposes. If you are a U.S. holder and your shares of company common stock are converted into the right to receive cash in the merger, you will generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares (determined before deduction of any applicable withholding taxes) and your adjusted tax basis in such shares of company common stock. A non-U.S. holder is generally not subject to U.S. federal income tax with respect to the exchange of company common stock for cash in the merger unless such non-U.S. holder has certain connections to the U.S. Backup withholding may also apply to the cash payments made pursuant to the merger unless the U.S. holder or other payee provides a taxpayer identification number, certifies that such number is correct, or otherwise complies with the Internal Revenue Service backup withholding rules. You should read "The Merger—Certain Material U.S. Federal Income Tax Consequences" beginning on page 54 for a definition of "U.S. holder" and "non-U.S. holder" and a more detailed discussion of the U.S. federal income tax consequences of the merger. You should also consult your tax advisor for a complete analysis of the effect of the merger on your federal, state, local and/or foreign taxes.

The Special Meeting

Q:

Where and when is the Special Meeting?

A:

The special meeting will be held on                        , 2011 at                        local time at the Company's corporate headquarters at 9221 East Via de Ventura, Scottsdale, Arizona 85258.

Q:

What proposals will be voted on at the special meeting?

A:

You will be asked to consider and vote on the following proposals:

•

adoption of the merger agreement, pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation; and

•

approval the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

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Q:

Does the Board of Directors recommend that our stockholders vote "FOR" the adoption of the merger agreement?

A:

Yes. After careful consideration, the Board of Directors, upon recommendation of the special committee, by a unanimous vote, recommends that you vote:

•

" FOR " the adoption of the merger agreement, pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation; and

•

" FOR " the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

You should read "The Merger—Reasons for the Merger; Recommendation of the Board of Directors" beginning on page 33 for a discussion of the factors that the Board of Directors considered in deciding to recommend the adoption of the merger agreement. In addition, in considering the recommendation of the Board of Directors with respect to the merger agreement, you should be aware that some of the Company's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of our stockholders generally. See "The Merger—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 56.

Q:

Are all stockholders of the Company as of the record date entitled to vote at the special meeting?

A:

Yes. All stockholders who own company common stock at the close of business on                        , 2011, the record date for the special meeting, will be entitled to vote, in person or by proxy, the shares of company common stock they hold on that date at the special meeting, or any adjournments of the special meeting. If you did not own shares of company common stock on the record date you will not be entitled to vote at the special meeting.

Q:

What constitutes a quorum for the special meeting?

A:

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding company common stock entitled to vote at the special meeting as of the close of business on the record date for the special meeting will constitute a quorum for purposes of the special meeting. Abstentions and broker non-votes are counted as present for the purpose of determining whether a quorum is present.

Q:

What vote of the Company's stockholders is required to adjourn the special meeting for the purpose of soliciting additional proxies to adopt the merger agreement?

A:

Adjournment of the special meeting to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement requires the affirmative vote of the holders of at least a majority of the shares of company common stock that are present, in person or by proxy, and entitled to vote at the special meeting, whether or not a quorum is present.

A failure to vote your shares of company common stock or a broker non-vote will have no effect on the outcome of the vote to approve the proposal to adjourn the special meeting. An abstention will have the same effect as voting "AGAINST" any proposal to adjourn the special meeting.

Q:

How do I vote my shares without attending the special meeting?

A:

If you hold shares in your name as a stockholder of record on the record date, then you received this proxy statement and a proxy card from us. You may submit a proxy for your shares by the Internet, telephone or mail without attending the special meeting. To submit a proxy by the Internet or telephone 24 hours a day, 7 days a week, follow the instructions on the proxy card. Please be aware that if you submit a proxy over the Internet or by telephone, you may incur costs

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such as telephone and Internet access charges for which you will be responsible. To submit a proxy by mail, complete, sign and date the proxy card and return it in the accompanying postage-paid envelope. The Internet and telephone proxy facilities for stockholders of record will close at                        , on                        , 2011, the day prior to the special meeting.

If you hold shares in "street name" through a broker, bank or other nominee, then you received this proxy statement from the nominee, along with the nominee's voting instructions. You should instruct your broker, bank or other nominee on how to vote your shares of company common stock using the voting instructions.

With respect to stockholders submitting a proxy card, if you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted "FOR" the proposal to adopt the merger agreement and "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

Q:

How do I vote my shares in person at the special meeting?

A:

If you hold shares in your name as a stockholder of record on the record date, you may vote those shares in person at the special meeting by giving us a signed proxy card or ballot before voting is closed. If you would like to do that, please bring proof of identification with you to the special meeting. Even if you plan to attend the special meeting, we strongly encourage you to submit a proxy for your shares in advance as described above, so your vote will be counted if you later decide not to attend.

If you hold shares in "street name" through a broker, bank or other nominee, you may vote those shares in person at the meeting only if you obtain and bring with you a signed proxy from the necessary nominee giving you the right to vote the shares and proof of identification. To obtain a signed proxy prior to the special meeting, you should contact your nominee.

Q:

If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:

Your broker will not vote your shares on your behalf unless you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct it to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting "AGAINST" the adoption of the merger agreement for purposes of the company stockholder approval, but will have no effect for purposes of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

Q:

Can I revoke or change my vote?

A:

Yes. If you hold your shares through a broker, bank, or other nominee, you have the right to change or revoke your proxy at any time before the vote is taken at the special meeting by following the directions received from your broker, bank or other nominee to change or revoke those instructions.

If you hold your shares in your name as a stockholder of record, you have the right to change or revoke your proxy at any time before the vote is taken at the special meeting by (i) delivering to our Corporate Secretary, a signed written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked, (ii) attending the special meeting and voting in person (your attendance at the meeting will not, by itself, change or revoke your proxy—you must vote in person at the meeting to change or revoke a prior proxy), (iii) submitting a later-dated proxy card or (iv) submitting a proxy again at a later time by telephone or Internet prior to the time at which the telephone and Internet proxy facilities close by following the procedures applicable to those methods of submitting a proxy.

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Q:

What does it mean if I get more than one proxy card or voting instruction form?

A:

If your shares are registered differently and are in more than one account, you may receive more than one proxy card or voting instruction form. Please complete, sign, date and return separately all of the proxy cards and voting instruction forms you receive regarding this special meeting (or submit your proxy for all shares by telephone or Internet) to ensure that all of your shares are voted.

Q:

What happens if I sell my shares of company common stock before the special meeting?

A:

The record date for stockholders entitled to vote at the special meeting is earlier than both the date of the special meeting and the consummation of the merger. If you transfer your shares of company common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies the Company in writing of such special arrangements, you will retain your right to vote such shares at the special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares.

Q:

Are appraisal rights available?

A:

Yes. As a holder of company common stock, you are entitled to appraisal rights under Section 262 of the DGCL. To exercise your appraisal rights, you must submit a written demand for appraisal to us before the vote is taken on the merger agreement and you must NOT vote in favor of the adoption of the merger agreement. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. See "Appraisal Rights" beginning on page 88 and the text of the Delaware appraisal rights statute, Section 262 of the DGCL, which is reproduced in its entirety as Annex E to this proxy statement.

Q:

Will any proxy solicitors be used in connection with the special meeting?

A.

Yes. To assist in the solicitation of proxies, the Company has engaged Georgeson Inc. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding solicitation materials to beneficial owners. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid additional compensation for their efforts.

Q:

Who will count the votes cast at the special meeting?

A:

A representative of our proxy solicitor, Georgeson Inc., will count the votes and act as the inspector of election at the special meeting. Questions regarding stock certificates or other matters pertaining to your shares may be directed to our Corporate Secretary at Rural/Metro Corporation, 9221 East Via de Ventura, Scottsdale, Arizona 85258, or by telephone at (480) 606-3886.

Q:

Do the directors and executive officers have interests in the merger that I do not have?

A:

Some of our directors and executive officers have interests in the merger that may be different from, or in addition to, your interests as a stockholder of the Company, including accelerated vesting of stock options, SARs and RSUs upon completion of the merger. The Board of Directors was aware of these interests and considered them, among other matters, prior to making their determination to recommend the adoption of the merger agreement to stockholders of the Company. See "The Merger—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 56.

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Q:

Should I send in my stock certificates now?

A:

No. You will be sent a letter of transmittal as soon as reasonably practicable after the completion of the merger, describing how you may exchange your shares of company common stock for the merger consideration. If your shares of company common stock are held in "street name" by your bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to exchange your "street name" shares of company common stock for the merger consideration.

PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATES WITH YOUR PROXY.

Q:

When will I receive the merger consideration for my shares?

A:

If you hold shares of company common stock in your name as a stockholder of record, then shortly after the merger is completed you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to the paying agent in order to receive the merger consideration in respect of your shares of company common stock. You should use the letter of transmittal to exchange your stock certificates for the merger consideration which you are entitled to receive as a result of the merger.

If you hold your shares in "street name" through a broker, bank or other nominee, then you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your "street name" shares in exchange for the merger consideration.

Q:

Who can help answer my other questions?

A:

If you have more questions about the merger, need assistance in submitting your proxy or voting your shares, or need additional copies of this proxy statement or the enclosed proxy card, you should contact our Corporate Secretary at Rural/Metro Corporation, 9221 East Via de Ventura, Scottsdale, Arizona 85258, or by telephone at (480) 606-3886. You may also contact our proxy solicitor:

Georgeson Inc
199 Water Street, 26th Floor
New York, NY 10038
Toll-Free: (866) 219-9786

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

        This proxy statement and the documents to which we refer you in this proxy statement include statements based on estimates and assumptions that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. There are forward-looking statements throughout this proxy statement, including, under the headings "Summary" , "Questions and Answers about the Merger and the Special Meeting" , "The Merger" , "The Merger—Opinions of the Company's Financial Advisors" , "The Merger—Delisting and Deregistration of Company Common Stock" , "The Merger—Projected Financial Information" , "The Merger—Governmental and Regulatory Approvals" , and in statements containing words such as "believes", "plans", "estimates", "anticipates", "intends", "continues", "contemplates", "expects", "may", "will", "could", "should" or "would" or other similar words or phrases. These statements reflect management's current views with respect to future events and are not guarantees of the underlying expected actions or our future performance and may involve risks and uncertainties that could cause our actual growth, results of operations, performance and prospects to materially differ from those expressed in, or implied by, these statements. These and other factors are discussed in our annual report on Form 10-K for the fiscal year ended June 30, 2010, filed with the SEC on September 8, 2010, and our quarterly reports on Form 10-Q which are incorporated by reference to this proxy statement. In addition to other factors and matters contained or incorporated in this document, these statements are subject to risks, uncertainties, and other factors, including, among others:

•

the failure to obtain stockholder approval of the merger agreement or the failure to satisfy other closing conditions, including regulatory approvals, with respect to the merger;



•

the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination under circumstances that could require us to pay a termination fee;



•

the failure to obtain the necessary equity or debt financing arrangements set forth in the financing commitment letters received in connection with the merger;



•

the failure of the merger to close for any other reason;



•

risks that the proposed transaction disrupts current plans and operations;



•

potential challenges for employee retention as a result of the merger;



•

adverse outcomes of pending or threatened litigation or government investigations;



•

business uncertainty and contractual restrictions during the pendency of the merger;



•

the diversion of management's attention from ongoing business concerns;



•

the possible effect of the announcement of the merger on our business relationships, operating results and business generally;



•

the amount of the costs, fees, expenses and charges related to the merger; and



•

other risks detailed in our current filings with the SEC, including our most recent filing on Form 10-K and our quarterly reports on Form 10-Q which are incorporated by reference to this proxy statement. See "Where You Can Find More Information" beginning on page 98.

        Many of the factors that will determine our future results are beyond our ability to control or predict. We cannot guarantee any future results, levels of activity, performance or achievements. In light of the significant uncertainties inherent in the forward-looking statements, readers should not place undue reliance on forward-looking statements, which speak only as of the date on which the statements were made and it should not be assumed that the statements remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, except as required by law.

        You should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent forward-looking statements that may be issued by us or persons acting on our behalf.

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THE PARTIES TO THE MERGER

The Company

Rural/Metro Corporation
9221 East Via de Ventura
Scottsdale, Arizona 85258
(480) 606-3886

        Rural/Metro Corporation is a Delaware corporation headquartered in Scottsdale, Arizona. The Company was founded in 1948 as an Arizona private fire protection services business providing services to residential and commercial property owners on a subscription fee basis. In 1983 the Company began its expansion into the ambulance services industry, which involved the acquisition of various ambulance service providers throughout the U.S. We are now a leading provider of medical transportation services, which consist primarily of emergency and non-emergency ambulance services. We provide services to approximately 440 communities in 20 states, including 911 emergency ambulance services and non-emergency medical and wheelchair transportation services. We also provide non-emergency medical transportation services to a broad customer base, including hospitals, nursing homes and specialized healthcare facilities, on a non-contractual basis. For the fiscal year ended June 30, 2010, we provided ambulance services and other services to more than one million individuals in approximately 440 communities nationwide and generated net revenue of $530.8 million, of which ambulance services and other services represented 86.3% and 13.7%, respectively.

        For more information about us, please visit our website at www.ruralmetro.com. The information provided on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file or furnished to the SEC. Detailed descriptions about our business and financial results are contained in our annual report on Form 10-K for the fiscal year ended June 30, 2010, filed with the SEC on September 8, 2010, and our quarterly reports on Form 10-Q which are incorporated by reference to this proxy statement. See "Where You Can Find More Information" beginning on page 98.

        The company common stock is publicly traded on NASDAQ under the symbol "RURL".

Parent and Merger Sub

WP Rocket Holdings LLC and WP Rocket Merger Sub, Inc.
c/o Warburg Pincus
450 Lexington Avenue
New York, NY 10017
(212) 878-0600

        WP Rocket Holdings LLC, which we refer to as Parent, is a Delaware limited liability company controlled by private investment funds affiliated with Warburg Pincus LLC, which we refer to as Warburg Pincus, that was formed for the sole purpose of entering into the merger agreement and completing the merger. Parent has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement, including the merger and the financing of the merger consideration. Warburg Pincus has informed us that it may convert Parent into a Delaware corporation prior to the merger.

        WP Rocket Merger Sub, Inc., which we refer to as Merger Sub, was formed by Parent solely for the purpose of completing the merger with the Company. Merger Sub is a wholly-owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the merger agreement, including the merger and the financing of the merger consideration. Upon consummation of the proposed merger, Merger Sub will merge with and into the Company, Merger Sub will cease to exist and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

        This proxy statement is being furnished to our stockholders, in connection with the solicitation of proxies by the Board of Directors for use at the special meeting to be held on                        , 2011 starting at                        , local time, at the Company's corporate headquarters at 9221 East Via de Ventura, Scottsdale, Arizona 85258, and any adjournment or postponement thereof. The purpose of the special meeting is for our stockholders to consider and vote upon the following proposals:

1.

To adopt the merger agreement, pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation; and

2.

To approve of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

        A copy of the merger agreement is attached as Annex A to this proxy statement. These proxy solicitation materials were first mailed on or about                         , 2011, to all stockholders entitled to vote at the special meeting.

Special Committee and Board Recommendation

        The Board of Directors formed the special committee of three independent directors, for the purpose of, among other things, overseeing a review of the Company's strategic alternatives. The directors on the special committee were Messrs. Shackelton, Davis and Walker and Mr. Shackelton served as chair of the special committee. The special committee unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of, the Company and our stockholders and recommended to the Board of Directors that it approve, adopt and declare advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger.

        The Board of Directors, acting upon the recommendation of the special committee, unanimously determined that the merger agreement and the other transactions contemplated thereby, including the merger, are fair to and in the best interests of the Company and our stockholders, adopted, approved and declared advisable the merger agreement and the other transactions contemplated thereby, including the merger and recommends that the stockholders of the Company adopt the merger agreement. For a discussion of the material factors considered by the Board of Directors in reaching its conclusions, see "The Merger—Reasons for the Merger; Recommendation of the Board of Directors" beginning on page 33.

         The Board of Directors recommends that you vote "FOR" the proposal to adopt the merger agreement and "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

Record Date and Quorum

        Stockholders of record at the close of business on the record date,                         , 2011, are entitled to notice of and to vote at the special meeting. As of the record date, there were                        issued and outstanding shares of company common stock, each of which is entitled to one vote upon each proposal submitted for a vote at the special meeting.

        The presence, in person or by proxy, of a majority of the outstanding shares of company common stock entitled to vote at the special meeting constitutes a quorum for the purpose of considering the proposals at the special meeting. Shares that are present and entitled to vote but are not voted at the direction of the beneficial owner (called "abstentions") and votes withheld by brokers or other

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nominees in the absence of instructions from beneficial owners (called "broker non-votes") will be counted for purposes of determining whether there is a quorum for the transaction of all business. Once a share of company common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. In the event that a quorum is not present, or if there are insufficient votes at the time of the special meeting to adopt the merger agreement, it is expected that the meeting will be adjourned or postponed to solicit additional proxies.

Vote Required for Approval; Abstentions and Broker Non-Votes

        With respect to Proposal 1, the proposal to adopt the merger agreement, the affirmative vote of the holders of a majority of the outstanding shares of company common stock entitled to vote at the special meeting is required for approval. You may vote "FOR" or "AGAINST", or "ABSTAIN" from the proposal to adopt the merger agreement. Abstentions will not be counted as votes cast or shares voting on the proposal to adopt the merger agreement, but will count for the purpose of determining whether a quorum is present. Accordingly, failures to vote and abstentions will have the same effect as a vote "AGAINST" the adoption of the merger agreement for purposes of the company stockholder approval. Any signed proxies received by us for which no voting instructions are provided will be voted "FOR" the proposal to adopt the merger agreement and "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

        If your shares of company common stock are held in "street name", you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Under rules applicable to NYSE member brokerage firms, brokers who hold shares in "street name" for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approving "non-routine" matters such as the adoption of the merger agreement, and, as a result, absent specific instructions from the beneficial owner of the shares, brokers are not empowered to vote those shares, referred to generally as "broker non-votes". Because the proposal to adopt the merger agreement must be approved by the affirmative vote of the holders of a majority of the outstanding shares of company common stock entitled to vote, the beneficial owner's failure to provide voting instructions will have the same effect as a vote "AGAINST" the adoption of the merger agreement for purposes of the company stockholder approval.

        With respect to Proposal 2, the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, requires the affirmative vote of the holders of at least a majority of the shares of company common stock that are present, in person or by proxy, and entitled to vote at the special meeting, whether or not a quorum is present.

        A failure to vote your shares of company common stock or a broker non-vote will have no effect on the outcome of any vote to adjourn the special meeting. An abstention will have the same effect as voting "AGAINST" any proposal to adjourn the special meeting.

Proxies

        The shares represented by the proxies received, properly marked, dated, and signed, or submitted via the Internet or by telephone by following the instructions on the proxy card will be voted at the special meeting.

        When a proxy card is properly executed and returned, the shares it represents will be voted at the special meeting as directed. If you do not provide voting instructions, your shares will be voted "FOR" the adoption of the merger agreement and "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

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Revocability of Proxies

        Proxies received at any time before the special meeting, and not changed or revoked before being voted, will be voted at the special meeting. Any person giving a proxy may revoke the proxy at any time before its use by delivering to the attention of the Corporate Secretary prior to the vote at the special meeting, written notice of revocation or a duly executed proxy bearing a later date (including a proxy by telephone or via the Internet), or by attending the special meeting and voting in person.

        If you hold your shares through a broker, bank or other nominee, you may change or revoke your proxy at any time before the vote is taken at the special meeting by following the directions received from your broker, bank or other nominee to change or revoke those instructions.

         PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATES WITH YOUR PROXY CARD. IF THE MERGER IS COMPLETED, A SEPARATE LETTER OF TRANSMITTAL WILL BE MAILED TO YOU IF YOU ARE A STOCKHOLDER OF RECORD THAT WILL ENABLE YOU TO RECEIVE THE MERGER CONSIDERATION IN EXCHANGE FOR YOUR RURAL/METRO CORPORATION STOCK CERTIFICATES.

Adjournments and Postponements

        Although it is not expected to occur, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any adjournment may be made without notice, other than by an announcement made at the special meeting of the time, date and place of the adjourned meeting. Adjournment of the special meeting to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement requires the affirmative vote of the holders of at least a majority of the shares of company common stock that are present, in person or by proxy, and entitled to vote at the special meeting, whether or not a quorum is present.

        Any signed proxies received by us for which no voting instructions are provided on this matter will be voted "FOR" an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies. In addition, when any meeting is convened, the presiding officer, if directed by the Board of Directors, may adjourn the meeting if (i) no quorum is present for the transaction of business or (ii) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders or otherwise to exercise effectively their voting rights. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

Rights of Stockholders Who Object to the Merger

        Stockholders are entitled to statutory appraisal rights under the DGCL in connection with the merger. This means that you are entitled to have the value of your shares of company common stock determined by the Court of Chancery of the State of Delaware, and to receive payment based on that valuation in lieu of receiving the merger consideration. The ultimate amount you would receive in an appraisal proceeding may be more than, the same as or less than the amount you would have received under the merger agreement.

        To exercise your appraisal rights, you must submit a written demand for appraisal to us before the vote is taken on the merger agreement and you must NOT vote in favor of the adoption of the merger agreement. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. See "Appraisal Rights" beginning on page 88 and the text of the Delaware appraisal rights statute, Section 262 of the DGCL, which is reproduced in its entirety as Annex E to this proxy statement. Moreover, due to the complexity of the procedures for exercising the right to seek

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appraisal, the stockholders of the Company who are considering exercising such rights are encouraged to seek the advice of legal counsel.

Solicitation of Proxies

        This proxy solicitation is being made by us on behalf of the Board of Directors and will be paid for by the Company. In addition, we have engaged Georgeson Inc. to assist in the solicitation of proxies for the special meeting and we estimate that we will pay Georgeson Inc. a fee of $12,500 plus certain costs associated with additional services, if required. We also have agreed to reimburse Georgeson Inc. for out of pocket expenses and to indemnify them against certain losses arising out of its proxy solicitation services. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid additional compensation for their efforts. We will also request brokers, banks and other nominees to forward proxy solicitation material to the beneficial owners of company common stock that the brokers, banks and other nominees hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses related to forwarding the material.

Other Matters

        We do not know of any other business that will be presented at the special meeting. Should any business other than that set forth in the notice of special meeting of stockholders properly come before the special meeting, the enclosed proxy confers discretionary authority to vote with respect to only such matters that the Board of Directors does not know, a reasonable time before proxy solicitation, are to be presented at the special meeting. If any of these matters are presented at the special meeting, then the proxy holders named in the enclosed proxy card will vote in accordance with their judgment.

Questions and Additional Information

        If you have more questions about the matters described in this proxy statement, need assistance in submitting your proxy or voting your shares, or need additional copies of this proxy statement or the enclosed proxy card, you should contact us in writing at Rural/Metro Corporation, 9221 East Via de Ventura, Scottsdale, Arizona 85258, Attn: Corporate Secretary or by telephone at (480) 606-3886. You may also contact the Company's proxy solicitor:

Georgeson Inc
199 Water Street, 26th Floor
New York, NY 10038
Toll-Free: (866) 219-9786

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THE MERGER

Background of the Merger

        As part of our normal strategic review process, the Board of Directors and management have periodically evaluated our business and operations, long-term strategic goals and alternatives to enhance stockholder value including, among other things, possible strategic combinations and acquisitions.

        On September 24, 2010, a representative of a private equity firm notified Mr. Shackelton, the Chairman of the Board of Directors, that his firm intended to join with another private equity firm to express an interest in acquiring the Company. These two firms, which we refer to as the Consortium, delivered a non-binding indication of interest to the Board of Directors on September 27, 2010 to acquire the Company for cash consideration in the range of $10.50 to $11.50 per share and suggested that the parties enter into a confidentiality agreement which would permit the Consortium to conduct due diligence and meet with management of the Company.

        On October 1, 2010, the Board of Directors met telephonically and, among other agenda items, discussed the indication of interest received from the Consortium. Members of the Company's management, representatives of RBC, with which the Company has had an ongoing financial advisory and financing relationship (as discussed in "—Opinions of the Company's Financial Advisors—Opinion of RBC Capital Markets, LLC" beginning on page 36, and representatives of Paul, Hastings, Janofsky & Walker LLP, outside legal counsel to the Company, which we refer to as Paul Hastings, participated in this discussion. The Board of Directors discussed the proposed price range and preliminarily noted that the indication of interest was subject to numerous significant conditions, and preliminarily concluded that the price range set forth in the indication of interest was insufficient in relation to the Company's stand-alone prospects. However, the Board of Directors determined to reconvene at a later time to discuss the indication of interest further and consider the Company's options in reacting to the indication of interest. The Board of Directors requested that RBC discuss its analysis of the indication of interest at the next meeting of the Board of Directors.

        The Board of Directors met telephonically on October 7, 2010 to further discuss the indication of interest received from the Consortium. Representatives of RBC reviewed the indication of interest and provided background information on the two private equity firms constituting the Consortium, including their participation in recent transactions. Representatives of RBC and the Board of Directors discussed, among other things, the performance of the company common stock, potential future trading values of the company common stock and key risks associated with achieving projected financial results using management and Wall Street estimates. The Board of Directors concluded that the price range set out in the indication of interest from the Consortium was inadequate. On October 9, 2010, at the request of the Board of Directors, Mr. Shackelton notified the Consortium that the Company did not intend to engage in further discussions with the Consortium.

        On October 22, 2010, a representative of the Consortium notified Mr. Shackelton that the Consortium would consider a purchase of the Company in a transaction which would result in cash consideration to the stockholders of the Company of $15.00 per share.

        The Board of Directors met telephonically on October 23, 2010 to discuss the Consortium's continued interest in purchasing the Company, and on October 26, 2010, Mr. Shackelton, Mr. DiMino and representatives of RBC met in New York with representatives of the Consortium. At that meeting, each member of the Consortium entered into a confidentiality agreement with the Company, and Mr. Shackelton, Mr. DiMino and representatives of RBC shared with the Consortium non-public confidential information about the Company, including management's estimates of the results for the then current quarter and future periods.

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        During a telephonic meeting of the Board of Directors held on October 27, 2010, which was also attended by representatives of RBC and Paul Hastings, Mr. DiMino and Mr. Shackelton reported on the October 26 meeting and informed the Board of Directors that the Consortium had indicated its interest in performing additional due diligence and its intention to submit a revised indication of interest contemplating increased consideration to the stockholders of the Company. The Board of Directors determined that it was advisable and in the best interests of the Company and the stockholders of the Company to provide further information to the Consortium, to form a special committee for the purpose of facilitating any potential transaction process, and to authorize the special committee to direct and oversee the process relating to the Consortium's interest in the Company. The Board of Directors appointed Messrs. Shackelton (chair), Davis and Walker, each an independent director, as the members of the special committee. The Board of Directors concluded that the members of the special committee had appropriate experience for directing any transaction process and could meet frequently with limited advance notice. The special committee was not appointed because of any conflict.

        Following the October 27, 2010 meeting of the Board of Directors, the Company provided the Consortium with certain additional non-public confidential information regarding the Company's business and financial results and prospects, and a series of in-person meetings with management, representatives of RBC and the Consortium took place during the week of November 8, 2010.

        Although discussions with the Consortium continued periodically through November 2010, the Consortium never submitted a revised indication of interest in writing, and discussions with the Consortium were terminated.

        On December 8, 2010, the Board of Directors met telephonically. Mr. Shackelton summarized the circumstances surrounding the recent termination of discussions between the Company and the Consortium. Mr. Shackelton then discussed the Company's long-term strategic alternatives and noted that there had been indications of a potential sale of the Company's principal national competitor that would likely generate a substantial interest in the Company's segment of the healthcare industry. It was noted that such process may create an opportunity for the Company to enter into a transaction with the successful bidder in that process and thereby combine the Company's operations with the operations of such competitor or create a favorable environment for other strategic alternatives.

        Following a discussion regarding various strategic alternatives in light of the potential sale of the Company's principal national competitor and positive recent developments in the financial and capital markets, the Board of Directors expanded the mandate of the special committee to include managing the exploration of strategic alternatives, including any sale process should the Board of Directors determine to undertake such a process, interacting with the Board of Directors' financial advisors and reporting to the Board of Directors as appropriate. The Board of Directors determined that the Board of Directors should select an investment banking firm to provide certain financial advisory services in connection with the Board of Directors' evaluation of various strategic alternatives, including a sale of the Company and authorized the special committee to retain such a financial advisor.

        On December 23, 2010, the special committee telephonically interviewed three investment banking firms seeking to act as financial advisor to the Board of Directors. Mr. DiMino and representatives of Paul Hastings also participated in these interviews. Representatives of Paul Hastings reviewed with the special committee its fiduciary duties in selecting a financial advisor, particularly in respect of RBC, which had expressed a willingness to offer buy-side financing for any sale transaction that may be pursued, and the potential conflict of interest resulting from the offer of such financing to potential buyers of the Company. The special committee concluded, however, that based on RBC's recent experience in working with the Company in obtaining significant debt financing, as well as its overall familiarity with the Company and its industry, RBC's willingness to offer buy-side financing could significantly enhance a potential sale process because such financing could be offered efficiently and could provide a source for financing on terms that might not otherwise be available to potential buyers

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of the Company. The special committee further determined that if RBC were selected as a financial advisor for the sale process and agreed to make such financing available, the special committee would appoint a second investment banking firm as a financial advisor, which second investment banking firm would participate equally with RBC in the conduct of the sale process but would not provide any such financing. The special committee determined to retain RBC and Moelis as financial advisors and determined that such firms would be asked to conduct and present separate financial analyses and deliver separate "fairness opinions" in the event the Company determined to enter into a negotiated transaction with a bidder.

        From the middle to late December 2010, Mr. Shackelton spoke telephonically with representatives of approximately eight private equity firms which, in his view or the view of RBC or Moelis, may have had an interest in acquiring the Company, in some cases as a stand-alone entity and in other cases as an additional investment in the same sector or similar sector to that in which the Company operates. Mr. DiMino, and representatives of RBC and Moelis participated in certain of these telephonic conversations. One of these private equity firms sent a letter on December 22, 2010 to Mr. Shackelton indicating its interest in purchasing the Company for cash consideration in the range of $15.50 to $16.50 per share. During the last week of December 2010, the Company separately entered into confidentiality agreements with two private equity firms, including the private equity firm that had sent the December 22, 2010 letter, and Mr. Shackelton, Mr. DiMino, and representatives of RBC and Moelis engaged in a telephone conference with each of these private equity firms during which non-public confidential information relating to the Company was shared.

        From late December 2010 to January 2011, representatives of RBC and Moelis contacted approximately 28 well capitalized potential buyers, approved by the special committee, regarding their interest in acquiring the Company. The invitations to submit indications of interest from potential buyers were intended to assist the special committee in determining whether to proceed with a formal sale process. All the potential buyers contacted were financial sponsors, and certain of these financial sponsors had current portfolio companies that were participants in the Company's industry or closely related industries. The special committee discussed with representatives of RBC and Moelis the potential interest and ability of those potential strategic buyers that were not affiliated with financial sponsors to enter into a transaction with the Company. Following this discussion and after considering the potential competitive implications of sharing material non-public information with potential strategic buyers that may be the Company's competitors, the special committee determined not to invite such potential strategic buyers at that stage after concluding that it was unlikely such potential buyers would have an interest or the ability to enter into a transaction on terms acceptable to the Company. Additionally, the special committee determined not to permit potential buyers to share non-public confidential information regarding the Company with potential equity or debt financing sources in the initial stage of the sale process in order to enhance the confidentiality of the process by reducing the number of financial institutions involved before the special committee determined whether to proceed with a formal sale process. Rather, the special committee instructed RBC and Moelis to provide potential buyers with their preliminary views as to the possible financing for an acquisition, and gave permission to RBC to indicate that it would be willing to offer buy-side financing.

        From late December 2010 through January 2011, 21 interested potential buyers entered into non-disclosure agreements with the Company and were provided with a confidential information memorandum. Warburg Pincus and the Company entered into a non-disclosure agreement dated January 12, 2011.

        Commencing January 21, 2011, representatives of RBC and Moelis distributed a first round process letter to the 21 potential buyers setting forth the timing and procedures for the submission of non-binding proposals in regard to a potential purchase of the Company. The letter requested that any proposals be submitted no later than February 1, 2011. Representatives of RBC separately distributed a brief outline of the terms of buy-side financing RBC was willing to make available in connection with a

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proposed acquisition of the Company to potential buyers that had expressed an interest in seeking financing from RBC. Potential buyers were informed that they were not required to use RBC buy-side financing for an acquisition of the Company and would have the opportunity to work with other financing sources in preparing final bids in the second round of the sale process.

        On February 1, 2011, the Company received proposals from six potential buyers, including Warburg Pincus and another private equity firm which we refer to as Party A. Warburg Pincus's proposal indicated a purchase price of $17.00 per share for all outstanding company common stock, and that the purchase would be financed with a combination of equity to be provided by Warburg Pincus and debt financing from third party institutions.

        On February 2, 2011, Mr. Shackelton communicated a summary of the proposals to the entire Board of Directors via an email message.

        On February 6, 2011, the special committee, members of management (including Mr. DiMino), and representatives of Paul Hastings, RBC and Moelis met telephonically to review the progress of the sale process. During that meeting, representatives of RBC and Moelis described the proposals that had been received from the six interested potential buyers and provided their views of the relative merits of the proposals and the reasons offered by certain previously interested potential buyers as to why they did not submit proposals. A discussion of the progress of the potential sale of the Company's principal national competitor, as well as the proposed timing for the balance of the process relating to the Company then ensued. The special committee determined to continue exploring a potential sale of the Company with all six potential buyers that had submitted proposals, and authorized RBC and Moelis to schedule management meetings with the six potential buyers in the following weeks and provide such potential buyers with access to an electronic data room containing additional information about the Company. The special committee also instructed Paul Hastings to assist the Company in amending the non-disclosure agreement with each of the six potential buyers to permit each of them to share non-public confidential information with potential debt financing sources, subject to appropriate confidentiality arrangements, in preparing final bids as part of the next part of the potential sale process.

        On February 9, 2011, the Company announced its results for the quarter and six months ended December 31, 2010.

        Between February 9, 2011 and March 22, 2011, management made presentations to the six private equity firms, and one of these firms notified the Company's financial advisors following its meeting with management that it no longer intended to pursue a potential acquisition of the Company. Also during this period, the remaining five potential buyers were invited to the Company's electronic data room to conduct due diligence. Through March 22, 2011, management presentations, diligence meetings, telephone calls and, in some cases, on-site visits, were held between management and all of the remaining five potential buyers, in some cases, together with their respective financial, business and legal advisors and financing sources.

        On March 17, 2011, a second round process letter dated March 16, 2011 with invitations for submission of final bids was sent to the remaining five potential buyers, including Party A and Warburg Pincus, and a draft merger agreement was posted in the Company's electronic data room. The draft merger agreement proposed a "go-shop" period that, subject to certain restrictions, would have allowed the Company to solicit alternative acquisition proposals for a period of 41 days following the execution of a definitive agreement and a tiered termination fee of 1.5% of the transaction value for bidders that made proposals during the "go-shop" period and 2.5% of the transaction value for bidders that made proposals thereafter, to be paid by the Company in the event the Company terminated the merger agreement to accept an alternative acquisition proposal. The Company proposed a termination fee of 7.5% of the transaction value payable by the acquiror if the acquiror failed to close the transaction as a result of an inability to obtain financing or the agreement was otherwise terminated as a result of the

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acquiror's material breach. Among other things, the process letter requested that "best and final" offers be submitted no later than the close of business on March 22, 2011, and that such offers be submitted with required revisions to the draft merger agreement and related confidential disclosure schedules of the Company, and evidence that the offeror had obtained as of that date commitments for any financing that it would need to complete a proposed acquisition of the Company.

        On March 22, 2011, the Company received offers from two potential buyers, Warburg Pincus and Party A. Warburg Pincus's offer constituted a proposal to acquire all of the outstanding company common stock for $17.00 per share. The Warburg Pincus bid stated that no further due diligence was required, and was accompanied by fully committed equity and debt commitment letters, which did not include the financing which had been offered by RBC. The Warburg Pincus bid included revisions to the draft merger agreement and related confidential disclosure schedules of the Company and a proposed limited guaranty of the obligation of Parent to pay a termination fee. Warburg Pincus's proposed changes to the merger agreement eliminated the "go-shop" period, instead proposing that the Company could respond to unsolicited alternative acquisition proposals under certain specified circumstances but could not actively solicit proposals. Warburg Pincus proposed a single termination fee payable by the Company of 3.5% of the transaction value and a termination fee payable by Parent of 5% of the transaction value. Warburg Pincus also proposed that Coliseum Capital Management and its manager Mr. Shackelton enter an agreement with Warburg Pincus to vote in favor of the merger. Warburg Pincus's offer stated that it would expire at 9 a.m. EDT on March 28, 2011.

        Party A's offer constituted a proposal to acquire all of the outstanding company common stock for $17.00 per share, subject to completion of confirmatory due diligence. Party A further indicated that due to its involvement with a closing of another transaction, it was unable to fully commit to a definitive transaction to acquire the Company until the closing of such other transaction. Party A did not submit revisions to the merger agreement or the Company disclosure schedules, nor did it submit any financing commitment letters.

        On March 23, 2011, the special committee met telephonically to discuss the proposals received from Warburg Pincus and Party A. Representatives of RBC and Moelis provided summaries of the two proposals and a representative of Paul Hastings reviewed with the special committee the material provisions and issues in the revised draft merger agreement included in Warburg Pincus's offer.

        The special committee determined that the purported offer from Party A did not provide the Company with sufficient certainty of a successful transaction or sufficient indication regarding the terms that would be required by Party A to enter into a definitive transaction agreement. In this regard, the special committee noted Party A's indication that it could not commit to a transaction with the Company until it closed another transaction, that Party A required further due diligence, that Party A did not have committed financing and that Party A did not provide any indication of the merger agreement terms it would require. The special committee directed representatives of RBC and Moelis to contact Warburg Pincus to engage in further negotiations to improve its offer, including, among other matters, in terms of the price, termination fees and certainty of closing.

        Following the March 23, 2011 special committee meeting, representatives of RBC and Moelis and Mr. Shackelton engaged in discussions with Warburg Pincus to seek improvements to the terms and conditions of its offer including with respect to the consideration to be paid to the Company's stockholders and in respect of certainty of closing and termination fees. During such discussions, Warburg Pincus reiterated to the Company's financial advisors that its offer would expire on March 28, 2011.

        On March 24, 2011, representatives of Paul Hastings contacted representatives of Cleary Gottlieb Steen & Hamilton LLP, legal advisor to Warburg Pincus, which we refer to as Cleary Gottlieb, and engaged in negotiations on various provisions in the draft merger agreement.

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        On March 25, 2011, Warburg Pincus delivered a revised offer letter to the Company in which Warburg Pincus increased its offer to purchase all outstanding shares of the company common stock to $17.25 per share, subject to the execution of definitive documentation. The letter stated that this revised offer was Warburg Pincus's best and final offer and reiterated that Warburg Pincus's offer would expire at 9:00 a.m. EDT on Monday, March 28, 2011. Warburg Pincus also reiterated that it would not agree to a "go-shop" period.

        On March 26, 2011, the special committee, representatives of RBC, Moelis and Paul Hastings and Mr. DiMino met telephonically to discuss Warburg Pincus's revised offer, including among other things, whether the revised price offered by Warburg Pincus represented an attractive valuation for stockholders of the Company when considered in light of the Company's business and prospects, the sale process and the terms of the proposed merger agreement. Representatives of Paul Hastings then reviewed with the special committee certain issues in the draft merger agreement and other documents, including whether a "go-shop" provision would be included in the merger agreement. In light of various factors discussed, including, among other things, the special committee's view that it was unlikely that any of the potential strategic buyers not affiliated with a private equity firm would have an interest in or the ability to enter into a transaction on terms acceptable to the Company, the fact that the Company had completed an auction process and that the merger agreement would permit the Board of Directors to consider a superior proposal and accept such proposal subject to a reasonable termination fee, the special committee concluded that a "go-shop" provision and any further solicitation of bidders were not necessary. The special committee provided additional guidance to Paul Hastings and requested that it undertake to finalize the merger agreement prior to Warburg Pincus's stated deadline.

        Later on March 26, 2011, representatives of Paul Hastings sent a revised draft of the merger agreement to representatives of Cleary Gottlieb. The draft merger agreement did not include a "go-shop" period and it proposed termination fees payable by the Company and Parent of 2.5% and 6% of the transaction value, respectively.

        Throughout the day on March 27, 2011, representatives of Paul Hastings worked with representatives of Cleary Gottlieb to resolve the open issues in the merger agreement and related documents. Representatives of Paul Hastings and Cleary Gottlieb also continued to discuss certain stockholders of the Company entering into an agreement with Warburg Pincus to vote for the merger. The Company and Warburg Pincus agreed to termination fees payable by the Company and Parent of 2.5% and 5% of the transaction value, respectively. Coliseum Capital Partners, L.P. and Blackwell Partners, LLC, two investment funds that hold shares of company common stock agreed to enter into the voting agreement. Warburg Pincus agreed that the funds' managers, Mr. Shackelton and Mr. Adam Gray, would not sign the agreement in their personal capacities.

        On the evening of March 27, 2011, the special committee and the Board of Directors held a joint telephonic meeting. Representatives of RBC, Moelis and Paul Hastings were also in attendance. Representatives of Paul Hastings reviewed with the Board of Directors its fiduciary duties in connection with the proposed transaction. Representatives of Paul Hastings also described the terms of the merger agreement and related documents and the special committee and the Board of Directors asked questions regarding various matters relating to the documentation and related matters. Mr. Shackelton then asked each of RBC and Moelis to deliver its financial analyses and an oral fairness opinion to the Board of Directors. Representatives of RBC presented RBC's financial analyses of the proposed transaction and delivered RBC's oral opinion, subsequently confirmed in writing, to the Board of Directors to the effect that, as of such date and based upon and subject to the factors and assumptions made, procedures followed, matters considered and limits of the review undertaken by RBC set forth therein, the merger consideration to be received by the holders of company common stock in the merger was fair, from a financial point of view, to such holders, other than Coliseum Capital Partners, L.P., Blackwell Partners, LLC and their respective affiliates. Representatives of Moelis

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presented Moelis' financial analyses of the proposed transaction and delivered Moelis' oral opinion, subsequently confirmed in writing by delivery of its written opinion, that, as of March 27, 2011 and based upon and subject to the conditions and limitations set forth in Moelis' opinion, the merger consideration to be paid to the holders of outstanding shares of company common stock pursuant to the merger agreement is fair from a financial point of view to such holders, other than Coliseum Capital Partners, L.P., Blackwell Partners, LLC, Parent, Merger Sub, and their respective affiliates. The financial analyses and opinions of each of RBC and Moelis are discussed in more detail in the section entitled "—Opinions of the Company's Financial Advisors" beginning on page 36. A copy of RBC's opinion is attached as Annex C to this proxy statement and a copy of Moelis' opinion is attached as Annex D to this proxy statement.

        Thereafter, the special committee and the Board of Directors asked questions regarding the financial advisors' respective opinions and analyses. Following further discussion, the special committee unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of, the Company and its stockholders and recommended to the Board of Directors that it approve, adopt and declare advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger.

        Following such recommendation, and after considering the proposed terms of the merger agreement and the other transaction documents and the presentations of RBC and Moelis, including RBC's and Moelis' opinions provided to the Board of Directors, the Board of Directors unanimously determined that the merger agreement and the other transactions contemplated thereby, including the merger, are fair to and in the best interests of the Company and its stockholders, adopted, approved and declared advisable the merger agreement and the other transactions contemplated thereby, including the merger and resolved to recommend that the stockholders of the Company adopt the merger agreement.

        On the morning of March 28, 2011, Parent, Merger Sub and the Company executed the merger agreement, and the Company and Warburg Pincus issued a joint press release announcing the execution of such documents. A copy of the press release was furnished as Exhibit 99.1 to the Form 8-K filed by the Company with the SEC on March 29, 2011.

Reasons for the Merger; Recommendation of the Board of Directors

        At the recommendation of the special committee, the Board of Directors has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to, and in the best interests of the Company and its stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, upon the terms and conditions contained in the merger agreement and has resolved to recommend that the stockholders of the Company vote to adopt the merger agreement.

        In the course of reaching its determination and recommendation, the Board of Directors consulted with management, as well as its outside legal counsel and financial advisors. The Board of Directors considered the following factors as being generally positive or favorable, each of which the Board of Directors believed supported its determinations and recommendations, but which are not listed in any relative order of importance:

•

the all-cash merger consideration to be received by the stockholders of the Company pursuant to the merger agreement will provide the stockholders with immediate fair value, in cash, for their shares of company common stock, while avoiding long-term business risk, and will provide such stockholders with certainty of value of their shares of company common stock;



•

the merger consideration represented a significant premium over the market prices at which company common stock had previously recently traded, including a premium of approximately

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37.5% over the closing price of company common stock of $12.55 on March 25, 2011, the last trading day prior to the meeting of the Board of Directors at which the merger was approved, a premium of approximately 22.1% over the volume weighted average price per share of company common stock for the three-month period ended March 25, 2011 of $14.13 and a premium of approximately 9.9% over the highest closing price per share of company common stock during the 52-week period ended March 25, 2011 of $15.69, as described in "—Opinions of the Company's Financial Advisors" beginning on page 36;

•

the fact that RBC and Moelis, each a qualified financial advisor, assisted the Board of Directors in its process of exploring strategic alternatives;



•

the fact that the negotiations of the merger were conducted under the oversight of the special committee, which is comprised of independent directors who are not employees of the Company and that the special committee unanimously recommended, among other things, that the Board of Directors approve and adopt the merger agreement.



•

the fact that the consideration for the merger and the other terms of the merger agreement resulted from extensive negotiations directed by the special committee and carried out by representatives of the special committee and the Company's legal and financial advisors, on the one hand, and Parent and Warburg Pincus and their legal advisors, on the other hand, after a process that included active solicitation of interest from 28 potential acquirors and recent prior conversations with five additional potential acquirors who had expressed interest in the Company;



•

the fact that certain stockholders representing 12.4% of the shares of company common stock outstanding as of the date of the merger agreement expressed support for the merger, as evidenced by their willingness to enter into the voting agreement;



•

the other terms and conditions of the merger agreement, as described in "The Merger Agreement" beginning on page 65 of this proxy statement, which the Board of Directors, after consulting with its outside legal counsel, considered to be reasonable and consistent with precedents it deemed relevant, including the Company's ability to consider alternative acquisition proposals, modify its recommendation of the adoption of the merger agreement, or terminate the merger agreement, in each case under certain circumstances;



•

possible strategic alternatives to a sale, including maintaining the status quo and pursuing acquisitions by the Company, which alternatives the Board of Directors determined were less favorable to our stockholders than the merger given the potential risks, rewards and uncertainties associated with those alternatives;



•

the separate presentations to the Board of Directors on March 27, 2011 and financial analyses reviewed therewith, of each of RBC and Moelis, which analyses are summarized below under "—Opinions of the Company's Financial Advisors" and RBC's and Moelis' separate opinions to the Board of Directors, dated March 27, 2011, to the effect that, as of such date and based upon and subject to the factors and assumptions made, procedures followed, matters considered and limits of the review undertaken by the respective financial advisors set forth in their opinions, the merger consideration to be paid to the holders of company common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders, other than certain parties specifically indicated in the respective opinions of RBC and Moelis, as more fully described below in "—Opinions of the Company's Financial Advisors" beginning on page 36;



•

the likelihood that the merger would be completed based on, among other things:



•

the reputation of the Guarantor and its ability to complete large acquisition transactions;



•

the fact that there is no financing condition to the completion of the merger in the merger agreement;

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•

the fact that the merger agreement provides that, in the event of a failure of the merger to be consummated under certain circumstances, Parent will pay us a $33.84 million termination fee, without our having to establish any damages, and the Guarantor's guarantee of such payment obligation pursuant to the limited guaranty;



•

the receipt of executed commitment letters from Parent's sources of debt and equity financing for the merger, and the terms of the commitments and the reputation of the financing sources which, in the reasonable judgment of the special committee, increases the likelihood of such financings being completed; and



•

the belief that the debt commitment letter represents a strong commitment on the part of the lenders party thereto with few conditions that would permit the lenders to terminate their commitments;



•

the fact that the termination date under the merger agreement should provide for sufficient time to complete the merger;



•

management's and the special committee's views of and opinions on the emergency transportation and fire protection industries;



•

the possibility that it could take a considerable period of time before the trading price of shares of company common stock would sustain at least the merger consideration of $17.25 per share, and the possibility that such value might never be obtained; and



•

the availability of appraisal rights to the stockholders who comply with all of the required procedures under Delaware law for exercising appraisal rights, which allow such holders to seek appraisal of the fair value of their shares of company common stock as determined by the Court of Chancery of the State of Delaware in lieu of receiving the merger consideration.

        In the course of reaching its determinations and recommendations, the Board of Directors also considered the following risks and other factors concerning the merger agreement and the merger as being generally negative or unfavorable, which are not listed in any relative order of importance:

•

the stockholders of the Company will not participate in any future earnings or growth of our business and will not benefit from any appreciation in our value, including any appreciation in value that could be realized as a result of improvements to our operations and possible acquisitions, which the Company considers from time to time and at any given time may be in active discussions regarding, however, there can be no assurances that any particular acquisition will be completed;



•

the possibility that Parent will be unable to obtain all or a portion of the financing for the merger and related transactions;



•

the risk that various provisions of the merger agreement, including the requirement that the Company pay to Parent a termination fee of $16.92 million if the merger agreement is terminated in connection with a superior proposal, may discourage other third parties potentially interested in an acquisition of, or combination with, the Company from pursuing that opportunity, as described in "The Merger Agreement—Restrictions on Solicitations of Other Offers" beginning on page 73;



•

the risks and costs to us if the merger does not close, including the diversion of management and employee attention and the potential effect on our business and our business relationships;



•

the restrictions on the conduct of our business prior to the completion of the merger, requiring us to conduct our business only in the ordinary course, subject to specific limitations, which may delay or prevent us from undertaking business opportunities that may arise pending completion of the merger;

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•

the risk that, while the merger is expected to be completed, there can be no assurance that all conditions to the parties' obligations to complete the merger will be satisfied, and as a result, it is possible that the merger may not be completed even if approved by our stockholders; and



•

the fact that the receipt of the merger consideration by certain stockholders of the Company will generally be a taxable transaction for U.S. federal income tax purposes and such stockholders generally will recognize capital gain or loss equal to the difference, if any, between the cash that the stockholder receives in the merger and the stockholder's adjusted tax basis in company common stock surrendered, as described in "—Certain Material U.S. Federal Income Tax Consequences" beginning on page 54.

        In addition, the Board of Directors was aware of and considered the interests that certain of our directors and executive officers have with respect to the merger that differ from, or are in addition to, their interests as stockholders of the Company, generally, as described in "—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 56.

        The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive, but includes the material factors considered by the Board of Directors. In view of the wide variety of factors considered by the Board of Directors in evaluating the merger agreement and the merger, the Board of Directors did not find it practicable, and did not attempt, to quantify, rank or otherwise assign relative weights to the foregoing factors in reaching its conclusion. In addition, individual members of the Board of Directors may have given different weights to different factors and may have viewed some factors more positively or negatively than others. Based upon the totality of the information considered, the Board of Directors concluded that the potential benefits of the merger outweighed the potential negative factors and that, overall, the proposed merger had greater potential benefits for the stockholders of the Company than other strategic alternatives or maintaining the status quo. After taking into account all of the factors set forth above, the Board of Directors, upon the recommendation of the special committee, unanimously agreed that the merger agreement and the transactions contemplated thereby, including the merger, were advisable, fair to and in the best interests of the Company and its stockholders and that the Company should enter into the merger agreement.

         The Board of Directors of the Company has unanimously approved the merger agreement and the merger, has determined that the merger agreement is advisable, fair to and in the best interests of, the Company and our stockholders, and recommends that you vote "FOR" the adoption of the merger agreement and "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Opinions of the Company's Financial Advisors

Opinion of RBC Capital Markets, LLC

        On January 10, 2011, the Company retained RBC to serve as a financial advisor to the Board of Directors in connection with the merger and, if requested by the Board of Directors, to evaluate the fairness, from a financial point of view, of the merger consideration to be received in the merger by the holders of company common stock. On March 27, 2011, representatives of RBC delivered RBC's oral opinion, subsequently confirmed in writing, to the Board of Directors to the effect that, as of such date and based upon and subject to the factors and assumptions made, procedures followed, matters considered and limits of the review undertaken by RBC set forth therein, the merger consideration to be received by the holders of company common stock in the merger was fair, from a financial point of view, to such holders, other than Coliseum Capital Partners, L.P., Blackwell Partners, LLC, and their respective affiliates.

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         The full text of RBC's written opinion, dated March 27, 2011, sets forth, among other things, the factors and assumptions made, procedures followed, matters considered, and limits of the review undertaken by RBC in connection with the opinion, a copy of which is attached as Annex C to this proxy statement. RBC provided its opinion for the information and assistance of the Board of Directors in connection with its consideration of the merger. All advice and opinions (written and oral) rendered by RBC were intended for the use and benefit of the Board of Directors. RBC's opinion was not a recommendation to any stockholder as to how such stockholder should vote with respect to the merger or any other proposal to be voted upon by the stockholders in connection with the merger. Company stockholders are urged to read RBC's opinion in its entirety.

        For the purposes of rendering its opinion, RBC undertook such review and inquiries as it deemed necessary or appropriate under the circumstances, including the following:

•

reviewed the financial terms of a draft of the merger agreement dated March 27, 2011;



•

reviewed and analyzed certain publicly available financial and other data with respect to the Company and certain other relevant historical operating data relating to the Company made available to RBC from published sources and from the internal records of the Company;



•

reviewed certain information furnished to RBC by the Company's management, including certain financial forecasts and analyses, relating to the business, operations and prospects of the Company;



•

conducted discussions with members of the senior management of the Company with respect to the business prospects and financial outlook of the Company as a standalone entity;



•

reviewed the reported prices and trading activity for company common stock; and



•

performed other studies and analyses as it deemed appropriate.

        In arriving at its opinion, RBC performed the following analyses in addition to the review, inquiries and analyses referred to in the preceding paragraph:

•

compared the financial metrics of selected precedent transactions with the financial metrics implied by the merger consideration; and



•

performed a discounted cash flow analysis with respect to the Company.

        RBC employed different analytical methodologies in rendering its opinion, and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. RBC's overall conclusions were based on all the analyses and factors presented, taken as a whole, and also on application of RBC's own experience and judgment. Such conclusions may have involved significant elements of subjective judgment and qualitative analysis. RBC therefore gave no opinion as to the value or merit standing alone of any one or more parts of the analyses.

        In rendering its opinion, RBC assumed and relied upon the accuracy and completeness of all the information that was publicly available to it and all of the financial, legal, tax, operating and other information provided to or discussed with it by the Company (including, without limitation, the financial statements and related notes thereto of the Company), and did not assume responsibility for independently verifying and did not independently verify such information. RBC assumed that all projections and forecasts provided to it by the Company were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the future financial performance of the Company as a standalone entity. RBC expressed no opinion as to such projections and forecasts or the assumptions upon which they were based.

        In rendering its opinion, RBC did not assume any responsibility to perform, and did not perform, an independent evaluation or appraisal of any of the assets or liabilities of the Company, and RBC was not furnished with any such valuations or appraisals. RBC did not assume any obligation to conduct,

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and did not conduct, any physical inspection of the property or facilities of the Company. RBC did not investigate, and made no assumption regarding, any litigation or other claims affecting the Company.

        RBC assumed, in all respects material to its analysis, that all conditions to the consummation of the merger would be satisfied without waiver thereof. RBC further assumed that the executed version of the merger agreement would not differ, in any respect material to RBC's opinion, from the latest draft reviewed by RBC.

        RBC's opinion speaks only as of the date thereof, is based on the conditions as they existed and information which RBC was supplied as of the date thereof, and is without regard to any market, economic, financial, legal, or other circumstances or event of any kind or nature which may exist or occur after such date. RBC did not undertake to reaffirm or revise its opinion or otherwise comment upon events occurring after the date thereof and does not have an obligation to update, revise or reaffirm its opinion.

        RBC's opinion was provided for the information and assistance of the Board of Directors in connection with the merger. RBC expressed no opinion and made no recommendation to any Company stockholder as to how such stockholder should vote with respect to the merger or any other proposal to be voted upon by stockholders in connection with the merger. All advice and opinions (written and oral) rendered by RBC were intended for the use and benefit of the Board of Directors.

        RBC's opinion did not address the merits of the underlying decision by the Company to engage in the merger or the relative merits of the merger compared to any alternative business strategy or transaction in which the Company might engage.

        RBC's opinion addressed solely the fairness of the merger consideration, from a financial point of view, to the holders of company common stock, other than Coliseum Capital Partners, L.P., Blackwell Partners, LLC, and their respective affiliates. RBC's opinion did not in any way address other terms or arrangements of the merger or the merger agreement, including, without limitation, the financial or other terms of any other agreement contemplated by, or entered into in connection with, the merger or the merger agreement. Further, in rendering its opinion, RBC expressed no opinion about the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of company common stock.

        Set forth below is a summary of the material financial analyses performed by RBC in connection with its opinion and reviewed with the Board of Directors at its meeting on March 27, 2011. The following summary, however, does not purport to be a complete description of the financial analyses performed by RBC. The order of analyses described does not represent relative importance or weight given to those analyses by RBC. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of RBC's financial analyses.

Transaction Summary

        Based upon the approximately 26.1 million shares of company common stock that were outstanding as of March 25, 2011 on a fully diluted basis (calculated using the treasury stock method), RBC noted that the merger consideration of $17.25 per share implied an equity value of approximately $449.6 million. Taking into account approximately $263.2 million of indebtedness and $36.1 million of cash and cash equivalents (as of February 28, 2011), RBC noted that the merger consideration implied an enterprise value of approximately $676.8 million. RBC also noted that the merger consideration of $17.25 per share of company common stock represented a premium of:

•

37.5% over the closing price per share of company common stock on March 25, 2011 of $12.55;



•

38.0% over the volume weighted average price per share of company common stock, or VWAP, for the 1-week period ending March 25, 2011 of $12.50;

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•

27.8% over the VWAP for the 1-month period ending March 25, 2011 of $13.50;



•

22.1% over the VWAP for the 3-month period ending March 25, 2011 of $14.13;



•

38.7% over the VWAP for the 6-month period ending March 25, 2011 of $12.44;



•

76.5% over the VWAP for the 1-year period ending March 25, 2011 of $9.77;



•

123.7% over the VWAP for the 2-year period ending March 25, 2011 of $7.71;



•

165.9% over the VWAP for the 5-year period ending March 25, 2011 of $6.49;



•

202.8% over the VWAP for the 10-year period ending March 25, 2011 of $5.70; and



•

9.9% over the highest closing price per share of company common stock during the 52-week period ending March 25, 2011 of $15.69.

Company Precedent Transactions Analysis

        RBC reviewed selected financial information for the following selected transactions involving target companies in the emergency medical transportation services sector:

        RBC reviewed the implied enterprise values in the selected transactions, calculated as the equity value implied for the target company based on the consideration payable in the selected transaction, plus total debt, less cash and cash equivalents, as multiples of the target company's earnings before interest, taxes, depreciation and amortization, or EBITDA, adjusted to account for stock-based compensation, certain one-time expenses, management fees and other expenses, referred to as Adjusted EBITDA, for the latest twelve months preceding announcement of the transaction, referred to as Enterprise Value/LTM Adjusted EBITDA, to the extent such financial information had been made public as of the date of announcement of the applicable transaction.

        The following table sets forth the high, low, mean and median multiples of the comparable transactions derived by RBC, based on available historical financial information:

        RBC then applied the following multiple ranges to the Company's Adjusted EBITDA for calendar year 2010, or CY 2010, based on Wall Street research analyst consensus projections, referred to as CY 2010 Adjusted EBITDA (Consensus), and to the Company's CY 2010 Adjusted EBITDA based on Company management projections adjusted to account for one-time expenses and other pro forma adjustments, referred to as CY 2010 Adjusted EBITDA (Management). This analysis yielded the following implied per share equity value reference ranges for company common stock, in each case, compared to the merger consideration:

        Unless the context indicates otherwise, transaction values for the target companies derived from the precedent transactions analysis described above were calculated as of the announcement date of the relevant transactions based on the estimated enterprise value as of such date, using the purchase prices to be paid for the target companies in the selected transactions, instead of closing stock prices. Accordingly, this information may not reflect current or future market conditions.

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        None of the companies used in the precedent transactions analyses are identical to the Company. Accordingly, RBC believes the analyses are not simply mathematical. Rather, they involve complex considerations and qualitative judgments, reflected in RBC's opinion, concerning differences in financial and operating characteristics of such companies and other factors that could affect the acquisition prices of the subject companies in the precedent transactions analysis.

Company Discounted Cash Flow Analysis

        RBC performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate through the fiscal year ending June 30, 2016, based on estimates provided by the Company's management.

        RBC performed its discounted cash flow analysis of the Company using discount rates reflecting a weighted-average cost of capital ranging from 11.5% to 12.5% (discounted to March 31, 2011) and, for purposes of calculating the terminal value for the Company at the end of the forecast period, terminal EBITDA multiples ranging from 7.0x to 8.0x. This analysis yielded an implied per share equity value reference range for company common stock of $16.28 to $21.07, compared to the merger consideration of $17.25 per share.

General

        The foregoing summary describes all the analyses and factors that RBC deemed material in its presentation to the Board of Directors, but is not a comprehensive description of all analyses performed or factors considered by RBC in connection with preparing its opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. RBC believes that its analyses must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all of such analyses and factors could create a misleading view of the process underlying the opinion. In arriving at its fairness determination, RBC did not assign specific weights to any particular analyses.

        In conducting its analyses and arriving at its opinion, RBC used a variety of generally accepted valuation methods. The analyses were prepared for the purpose of enabling RBC to provide its opinion to the Board of Directors as to the fairness, from a financial point of view, of the merger consideration to the holders of company common stock, other than Coliseum Capital Partners, L.P., Blackwell Partners, LLC, and their respective affiliates, and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. In connection with its analyses, RBC made, and was provided by the Company's management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of RBC or the Company. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual past or future values or results, which may be significantly more or less favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the Company or its advisors, neither the Company nor RBC nor any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions.

        The terms of the merger agreement were determined through arm's length negotiations between Parent and the Company and were approved by the Board of Directors. The decision to enter into the merger agreement was solely that of the Board of Directors. As described above, the opinion and presentation of RBC to the Board of Directors were only one of a number of factors taken into consideration by the Board of Directors in making its determination to approve the merger agreement. RBC did not recommend any specific amount of consideration to the Company or the Board of

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Directors, or that any specific amount or type of consideration constituted the only appropriate consideration for the merger.

        The Company selected RBC to provide the opinion based on RBC's qualifications, expertise, reputation and experience in mergers and acquisitions. RBC is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes. The Company retained RBC pursuant to a letter agreement, dated January 10, 2011, which we refer to as the engagement letter. RBC has earned a fee of $500,000 for rendering its opinion, payable upon delivery of its opinion, regardless of whether the merger is consummated, and will be entitled to receive a fee that is based on a percentage of the aggregate consideration to be paid in the merger, which fee is estimated as of April 15, 2011 to be approximately $4.5 million, payable contingent on the consummation of the merger, against which the fee earned for rendering its opinion will be credited. Regardless of whether the merger is completed, the Company has agreed to indemnify RBC and certain related persons against certain liabilities related to or arising out of any matter contemplated by RBC's engagement, RBC's opinion or otherwise in connection with services provided with respect to a proposed acquisition of the Company by Parent. The Company has further agreed to reimburse RBC for expenses incurred in connection with services provided with respect to a proposed acquisition of the Company by Parent.

        In the ordinary course of business, RBC may act as a market maker and broker in the publicly traded securities of the Company and/or affiliates of Parent and receive customary compensation, and may also actively trade securities of the Company and/or affiliates of Parent for its own account and the accounts of its customers. Accordingly, RBC and its affiliates may hold a long or short position in such securities. RBC has provided investment banking and financial advisory services to the Company in the past, for which it received customary fees, including, in the past two years, (i) RBC acted as lead arranger, sole bookrunner and administrative agent on the Company's $220 million senior secured credit facilities and dealer manager and solicitation agent on the Company's $121 million tender offer and consent solicitation in 2009, (ii) RBC acted as sole lead arranger and bookrunner on the Company's $355 million senior secured credit facilities and as sole dealer manager and solicitation agent on the Company's $25 million tender offer and consent solicitation in 2010 and (iii) RBC's parent, Royal Bank of Canada, is currently a lender under the Company's 2010 senior secured credit facilities. RBC has also provided investment banking and other financial services to Warburg Pincus and its affiliates and portfolio companies from time to time for which its investment banking division has received, and may receive, compensation, including, but not limited to, having acted as co-manager with respect to a high-yield debt offering by MEG Energy Corp., a portfolio company of Warburg Pincus (aggregate principal amount of $750 million), in March 2011; as a co-manager with respect to a term loan refinancing in February 2011 (aggregate principal amount of $1.345 billion), a high-yield debt offering in July 2010 (aggregate principal amount of $700 million), and a revolver and term loan financing in July 2010 (aggregate principal amount of $1.490 billion), each by or provided to Interactive Data Company, a portfolio company of Warburg Pincus; as co-manager with respect to three separate high-yield debt offerings in, respectively January 2011 (aggregate principal amount of $325 million), August 2010 (aggregate principal amount of $250 million), and June 2009 (aggregate principal amount of $250 million), and public offerings of shares in the approximate amount of $310 million in January 2011, of shares in the approximate amount of $185 million in August 2010, of shares in the approximate amount of $234 million in April 2010, of shares in the approximate amount of $146 million in January 2010 and of shares in the approximate amount of $108 million in August 2009, each of Targa Resources Partner LLP, a portfolio company of Warburg Pincus; as a co-manager with respect to the initial public offering of shares in the amount of $414 million of Targa Resources Corp., a portfolio company of Warburg Pincus, in December 2010; and as a co-manager with respect to a public offering of shares in the amount of $99 million of Allos Therapeutics, Inc., a portfolio company of Warburg Pincus, in October 2009. RBC also may provide investment banking and other financial services to the Company, Warburg Pincus, and their respective affiliates or portfolio companies in the future. In connection with the above-described services RBC has received, and may receive in the future, compensation.

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Opinion of Moelis & Company LLC

        At the meeting of the Board of Directors on March 27, 2011, representatives of Moelis delivered Moelis' oral opinion, which was later confirmed in writing, that based upon and subject to the conditions and limitations set forth in its written opinion, as of March 27, 2011, the merger consideration to be received by the stockholders of the Company in the merger is fair, from a financial point of view, to such stockholders, other than Coliseum Capital Partners, L.P., Blackwell Partners, LLC, Parent, Merger Sub and their respective affiliates.

         The full text of Moelis' written opinion dated March 27, 2011, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, a copy of which is attached as Annex D to this proxy statement and is incorporated herein by reference. Stockholders are urged to read Moelis' written opinion carefully and in its entirety. The following summary describes the material analyses underlying Moelis' opinion, but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion. Moelis' opinion is limited solely to the fairness of the merger consideration from a financial point of view as of the date of the opinion and does not address the Company's underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available to the Company. Moelis' opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the merger or any other matter. Moelis' opinion was approved by a Moelis fairness opinion committee.

        In arriving at its opinion, Moelis, among other things:

•

reviewed certain publicly available business and financial information relating to the Company that Moelis deemed relevant;



•

reviewed certain internal information relating to the business, including financial forecasts (with and without future acquisitions by the Company), earnings, cash flow, assets, liabilities and prospects of the Company furnished to us by the Company;



•

conducted discussions with members of senior management and representatives of the Company concerning the matters described in the foregoing, as well as the business and prospects of the Company generally;



•

reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared them with those of certain other companies in lines of business that Moelis deemed relevant;



•

compared the proposed financial terms of the merger with the financial terms of certain other transactions that Moelis deemed relevant;



•

reviewed a draft of the merger agreement, dated March 27, 2011;



•

participated in certain discussions and negotiations among representatives of the Company and Warburg Pincus and the Company's financial and legal advisors; and



•

conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

        In connection with its review, Moelis did not assume any responsibility for independent verification of any of the information supplied to, discussed with, or reviewed by Moelis for the purpose of its opinion and has, with the consent of the Board of Directors, relied on such information being complete and accurate in all material respects. In addition, at the direction of the Board of Directors, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Company, nor was Moelis furnished with any such evaluation or appraisal. Moelis did not evaluate the solvency or fair value of the Company, Parent or the surviving corporation under any state or federal laws relating to bankruptcy, insolvency or similar

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matters. With respect to the forecasted financial information referred to above, Moelis assumed, at the direction of the Board of Directors, that such financial information was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future performance of the Company. Moelis assumed no responsibility for and expressed no view as to such forecasts or the assumptions on which they are based.

        Moelis' opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date thereof. Subsequent developments may affect Moelis' opinion but Moelis does not have any obligation to update, revise or reaffirm its opinion. Moelis' opinion does not constitute legal, tax or accounting advice.

        The following is a summary of the material financial analyses presented by representatives of Moelis to the Board of Directors at its meeting held on March 27, 2011, in connection with the delivery of the oral opinion at that meeting and its subsequent written opinion.

        Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis' analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis' analyses.

        The analyses performed by Moelis include analyses based upon forecasts of future results, which results might be significantly more or less favorable than those upon which Moelis' analyses were based. The analyses do not purport to be appraisals or to reflect the prices at which company common stock might trade at any time following the announcement of the merger. Because the analyses are inherently subject to uncertainty, being based upon numerous factors and events, including, without limitation, factors relating to general economic and competitive conditions beyond the control of the parties or their respective advisors, neither Moelis nor any other person assumes responsibility if future results or actual values are materially different from those contemplated below.

Selected Public Companies Analysis

        Moelis performed a selected public companies analysis, which is intended to provide an implied value of the Company by comparing certain financial information of the Company with corresponding financial information of selected public companies. Although none of the selected companies is directly comparable to the Company, the companies were selected because they have operations that, for purposes of analysis, are comparable in certain respects to the Company:

•

Emergency Transport/Logistics Providers



•

Air Methods Corporation



•

The Providence Service Corporation



•

Acute Care Providers



•

HCA Holdings, Inc.



•

Universal Health Services, Inc.



•

Community Health Systems, Inc.



•

Health Management Associates, Inc.



•

LifePoint Hospitals, Inc.

        As part of its selected public companies analysis, Moelis calculated and analyzed each selected company's ratio of its total enterprise value, or TEV, (calculated as fully diluted equity value based on closing stock prices as of March 25, 2011, including the dilutive effect based on the treasury stock method of both in-the-money stock options and in-the-money convertible preferred stock or debt, plus

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debt, minority interest, preferred stock and out-of-the money convertibles, less cash as of each company's most recently reported quarter end) to EBITDA for the most recently reported latest twelve months, or LTM, and estimated calendar year 2011, which is referred to in this section as CY2011 based on consensus analyst estimates compiled by Thomson Reuters. In addition, Moelis calculated and analyzed each selected company's Price/Earnings Per Share for CY2011 (P/E), also based on such analyst estimates. The following summarizes the results of these calculations:

Emergency Transport/Logistics Providers

Acute Care Providers

Overall – All Selected Public Companies

        Based on its analysis of the foregoing selected public companies, Moelis selected the following valuation multiple ranges: 7.0x to 8.0x for enterprise value as a multiple of LTM EBITDA and 6.5x to 7.5x for enterprise value as a multiple of CY2011 estimated EBITDA. Moelis applied the selected ranges to the relevant statistics for the Company using LTM Pro Forma Adjusted EBITDA and projections for CY2011 estimated Pro Forma Adjusted EBITDA prepared by the Company's management and calculated an implied range of company common stock prices on a fully-diluted basis. This resulted in a valuation range for the Company of $13.60 to $16.74 per share of common stock based on LTM Pro Forma Adjusted EBITDA and $13.60 to $16.97 per share of common stock based on CY2011 estimated Pro Forma Adjusted EBITDA. As used in this section, Pro Forma Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization with the following adjustments: less minority interest expense, plus stock-based compensation expense, plus gain on sale of assets, plus one-time/extraordinary expenses and gives full-year effect to the Company's acquisition of Pridemark and the Santa Clara contract.

Selected Transactions Analysis

        Moelis compared selected financial and transaction metrics of the Company and the merger with similar data (where available) of selected transactions in the Emergency Transport Services and Acute

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Care and Healthcare Provider Services sectors. For each of the selected transactions, Moelis calculated valuation multiples based on information that was publicly available, focusing on the ratio of total enterprise value to EBITDA for the identified target company for the most recent reported last twelve months period as of the announcement date of the transaction. While none of the companies involved in the selected transactions are directly comparable to the Company, the transactions were selected because the companies involved have operations that, for purposes of analysis, are comparable in certain respect to the Company in terms of financial results, market size and product profile.

Emergency Transport Services

Acute Care and Healthcare Provider Services

Selected Transactions:

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        Based on its analysis of the foregoing selected transactions, Moelis selected a valuation multiple range of 7.5x to 8.5x for total enterprise value as a multiple of LTM Pro Forma Adjusted EBITDA and derived a valuation range for the Company of $15.17 to $18.31 per share.

Discounted Cash Flow Analysis

        Moelis conducted a discounted cash flow, or DCF, analysis of the Company to calculate a range of implied equity values per share for the Company. A DCF analysis is a method of evaluating a business using estimates of the future unlevered free cash flows generated by the business and taking into consideration the time value of money with respect to those future cash flows by calculating their "present value." "Present value" refers to the current value of one or more future cash payments for the business, which Moelis refers to as that business' unlevered free cash flows, and in this case was obtained by discounting those free cash flows back to March 31, 2011 using a mid-year convention and, at the instruction of the Company's management, a 39% tax rate.

        Using projections provided by the Company's management (with and without possible future acquisitions that the Company may consider), Moelis performed a DCF analysis utilizing the after-tax unlevered free cash flows for the fourth quarter of the 2011 fiscal year and the fiscal years 2012 to 2016, using discount rates ranging from 10.5% to 11.5%, reflecting estimates of the Company's weighted average cost of capital. The DCF analysis was performed including and excluding future acquisitions as well as including and excluding the equity value per share of the Company's net operating losses, which we refer to as NOLs. The terminal value was then calculated using an EBITDA terminal multiple range of 7.0x to 8.0x, which implied perpetuity growth rate ranges of 3.7% to 5.5% (excluding acquisitions) and 3.9% to 5.6% (including acquisitions).

        Based on the foregoing, Moelis derived a valuation range of $15.67 (excluding acquisitions and NOLs) to $21.19 (including acquisitions and NOLs) per share of company common stock.

Certain Matters Reviewed

        Purchase Price Premium.     Moelis reviewed the purchase price premium paid in all announced acquisitions for cash consideration and going private transactions, in each case involving U.S. public companies with implied transaction values between $500 million and $1.5 billion from January 1, 2006 through March 25, 2011. For each transaction and the merger, Moelis calculated the premium per share paid by the acquiror by comparing the announced transaction value per share to the target company's closing share price: (i) one trading day prior to announcement, (ii) one week prior to announcement and (iii) one month prior to announcement.

        The results are summarized below:

        52-Week Trading Range.     Moelis reviewed the trading range of company common stock for the 52 week period ending March 25, 2011, which ranged from $5.93 to $15.85 per share of company common stock.

        The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis' opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

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        No company or transaction used in the analyses described above for purposes of comparison is directly comparable to the Company, Parent or the merger. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither the Company, nor Moelis or any other person assumes responsibility if future results are materially different from those forecast.

        The merger consideration was determined through arms' length negotiations between the Company and Warburg Pincus and was approved by the Board of Directors upon recommendation of the special committee. The decision by the Board of Directors and the special committee to approve, adopt and authorize the merger was solely that of each of the Board of Directors and the special committee. Representatives of Moelis provided advice to the Company during these negotiations. Moelis did not, however, recommend any specific amount of consideration to the Company or the Board of Directors, or that any specific amount or type of consideration constituted the only appropriate consideration for the merger.

        The Moelis opinion and financial analyses, taken together, represented only one of many factors considered by each of the Board of Directors and the special committee in its evaluation of the merger and was not determinative of the views of the Board of Directors and the special committee or the Company's management with respect to the merger, the merger consideration or whether the Board of Directors and the special committee would have been willing to agree to different consideration.

        Moelis' opinion was prepared for the use and benefit of the Board of Directors in its evaluation of the merger. Moelis was not asked to address, and its opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than the holders of company common stock. In addition, Moelis' opinion does not express any opinion as to the fairness of the amount or nature of any compensation to be received by any of the Company's officers, directors or employees, or any class of such persons, relative to the merger consideration. At the direction of the Board of Directors, Moelis was not asked to, nor did it, offer any opinion as to the material terms of the Agreement or the form of the merger. In rendering its opinion, Moelis assumed, with the consent of the Board of Directors, that the final executed form of the merger agreement would not differ in any material respect from the draft that Moelis examined, and that Parent, Merger Sub and the Company would comply with all the material terms of the merger agreement.

        Pursuant to the terms of Moelis' engagement as financial advisor to the Board of Directors, Moelis has earned a fee of $500,000 for rendering its opinion, payable upon delivery of its opinion, regardless of whether the merger is consummated, and will be entitled to receive a fee that is based on a percentage of the aggregate consideration to be paid in the merger, which fee is estimated as of April 15, 2011 to be approximately $3 million, payable contingent on the consummation of the merger, against which the fee earned for rendering its opinion will be credited. In addition, the Company has agreed to indemnify Moelis for certain liabilities arising out of its engagement. Moelis has not rendered services to or received compensation from the Company prior to this transaction.

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        In June 2010, Moelis provided financial advisory services to MACH S.à.r.l., a portfolio company of an affiliate of Warburg Pincus and received compensation for the rendering of such services. Moelis may provide investment banking services to the Company, Parent and Parent's affiliates in the future for which it would expect to receive compensation. In the ordinary course of business, Moelis, its successors and affiliates may trade securities of the Company or Parent for its own accounts and the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.

        The Board of Directors selected Moelis as its financial advisor in connection with the merger because Moelis has substantial experience in similar transactions. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

Projected Financial Information

        Other than the annual guidance that we historically have made publicly available on a quarterly basis, we do not, as a matter of course, publicly disclose forecasts of future revenues, earnings, financial condition or other results. However, in connection with the discussions concerning the merger, we made available to Warburg Pincus, Parent, Merger Sub, other potential buyers and the financing sources of Parent and Merger Sub certain non-public unaudited prospective financial information, which we refer to as the projections, on a confidential basis solely for use in connection with their due diligence review of the Company. This information was also made available to RBC and Moelis for use in connection with their financial analyses summarized above. See "— Opinions of the Company's Financial Advisors " beginning on page 36. We have included below certain summary prospective financial information to provide our stockholders access to certain non-public information that was furnished to the third parties described above in connection with the merger.

        The projections were prepared by our management in January 2011. The projections included financial forecasts of our operating performance for fiscal years 2011 through 2016. The projections were prepared by our management for internal use only, on a basis consistent with the accounting principles used in our historical financial statements, and not with a view toward public disclosure. In addition, the projections were not prepared with a view toward compliance with the rules and regulations of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Company's auditor has not examined, reviewed, compiled or otherwise applied procedures to the projections and, accordingly, assumes no responsibility for, and expresses no opinion regarding them.

        The development of the projections was subjective in nature. In compiling the projections, our management took into account historical performance, combined with estimates regarding revenues, operating income, EBITDA, capital spending, acquisitions and other matters. Although the projections are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by our management that they believed were reasonable at the time they prepared such projections, given the information they had at the time.

        We do not intend to, and expressly disclaim any responsibility to, update or otherwise revise the projections to reflect circumstances existing after the date when the projections were prepared or to reflect the occurrence of future events even in the event that one or more of the assumptions underlying the projections are no longer appropriate. The inclusion of the projections in this proxy statement should not be regarded as an indication that these projections will be predictive of actual future results, and the projections should not be relied upon for such purpose. The projections also involve estimates and predictions of our management relating to other factors such as industry performance, the market for our existing and potential new services, the competitive environment, the

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broader healthcare reimbursement environment, expectations regarding future acquisitions and general business, economic, regulatory, market and financial conditions and other factors described or referenced under " Cautionary Statement Concerning Forward-Looking Information " beginning on page 21, all of which are difficult to predict and beyond the control of our management, and may cause the projections or the underlying assumptions not to be reflective of actual future results or conditions. In addition, the projections do not take into account any circumstances or events occurring after the date they were prepared and, accordingly, do not give effect to the merger or any changes to our operations or strategy that may be implemented after the completion of the merger or any other event or occurrence after January 2011. Further, the projections do not take into account the effect of any failure of the merger to occur and should not be viewed as accurate in that context. Accordingly, there can be no assurance that the projections will be realized, and actual results may be materially better or worse than those contained in the projections. You should review the Company's most recent SEC filings for the actual results for the Company's fiscal year 2010, as reported in the our Annual Report on Form 10-K for the fiscal year ended June 30, 2010, as well as our Quarterly Reports on Form 10-Q for the subsequent interim periods. See " Where You Can Find More Information " beginning on page 98.

        In preparing the projections, our management made the following material assumptions for the period from fiscal year 2011 through fiscal year 2016:

•

Fiscal 2011 revenue and Adjusted EBITDA were forecast based on the Company's regular internal annual budget process.



•

Fiscal 2012 revenue and Adjusted EBITDA were forecast based on an anticipated combined revenue growth rate of 17%, resulting from the Company's proposed organic and strategic growth initiatives including (i) projected expansion of existing services areas and winning new emergency contracts and (ii) projected acquisitions of medical transport service businesses that are at various stages of consideration. Such expansion of services areas, new contracts and acquisitions of businesses may or may not materialize. The fiscal year 2012 period also includes the addition of a significant new emergency contract announced by the Company on December 14, 2010 in Santa Clara County, California which was not reflected in the Company's historical run rate.



•

Fiscal years 2013 through 2016 revenue were forecast based on an anticipated annual growth rate of 11% to 13%, resulting from the Company's proposed organic and strategic growth initiatives including (i) projected expansion of existing services areas and winning new emergency contracts and (ii) projected acquisitions of medical transport service businesses. Such expansion of services areas, new contracts and acquisition of businesses may or may not materialize.



•

Fiscal 2012 through 2016 Adjusted EBITDA forecasts were based on the assumption that the Company would achieve a slight margin improvement.



•

Net income projections were estimated based primarily on assumptions concerning (i) Adjusted and Pro Forma Adjusted EBITDA, (ii) depreciation of our fixed assets and capital expenditures, (iii) amortization of our existing intangible assets and intangible assets recorded as part of our acquisitions, (iv) interest expense on our existing debt structure, and (v) our effective tax rate.



•

Management assumed that the Company will spend $50 million per year beginning in fiscal 2012 for the acquisition of new medical transport service businesses. Such acquisitions may or may not materialize.

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•

Free Cash Flow for 2011 was forecast based primarily on assumptions made for cash to be paid for interest and taxes, changes in working capital, capital expenditures developed from internal budgets and cash paid for acquisitions.



•

Free Cash Flow for 2012 through 2016 was forecast based on the assumption that the Company would experience a slight decrease in working capital from the accounts receivable build pursuant to acquisitions, capital expenditure growth consistent with revenue growth and an expectation of potential acquisitions.

Management Projections (dollars in millions except per share amounts)

Delisting and Deregistration of Company Common Stock

        If the merger is completed, company common stock will be delisted from NASDAQ and deregistered under the Exchange Act, price quotations with respect to shares of company common stock will no longer be available, and the Company will no longer file periodic reports with the SEC.

Financing of the Merger

        We estimate that the total amount of funds necessary to complete the merger and the related transactions and financings, including the payment of related fees and expenses, will be approximately $733 million, including the funds needed to:

•

pay our stockholders (and holders of our other equity-based interests) the amounts due to them under the merger agreement;



•

refinance certain existing debt of the Company and its subsidiaries; and



•

pay fees and expenses related to the merger and the debt that will finance the merger.

        We expect this amount to be funded through a combination of the following:

•

equity financing of up to $218 million to be provided or secured by the Guarantor or other parties to whom the Guarantor assigns a portion of its commitment;

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•

a $415 million senior secured term loan facility and revolving credit facility;



•

the issuance of $200 million in aggregate principal amount of senior unsecured notes (supplemented or replaced, if some or all of those notes cannot be sold at closing, by borrowings under a senior unsecured bridge loan facility); and



•

to the extent available, unrestricted cash on hand of the Company.

        Parent has obtained the equity and debt financing commitments described below. The funding under those commitments is subject to conditions, including conditions that do not relate directly to the merger agreement. Parent has represented to us that, if the financing is funded in accordance with the equity and debt funding letters described herein, it has sufficient committed equity and debt financing to complete the transaction. Although obtaining the equity or debt financing is not an express condition to the completion of the merger, the failure of Parent and Merger Sub to obtain sufficient financing would likely result in the failure of the merger to be completed. In that case, Parent may be obligated to pay the Company a fee of $33.84 million as described under "The Merger Agreement—Termination Fees" beginning on page 83. Payment of such fee is guaranteed by the Guarantor referenced below.

Equity Financing

        Parent has entered into the equity financing letter, with the Guarantor, dated as of March 28, 2011, pursuant to which the Guarantor has committed, upon the terms and subject to the conditions set forth in the equity financing letter, to make or secure capital contributions to Parent for an aggregate of up to $218 million. The Guarantor may assign a portion of its equity commitment to other investors, although no assignment of the equity commitment to other investors will affect the Guarantor's commitment to make or secure capital contributions pursuant to the equity financing letter. The Guarantor may reduce its equity commitment in the event Parent does not require the full amount of the equity commitment in order to consummate the transactions contemplated by the merger agreement.

        The Guarantor's equity commitment is generally subject to the satisfaction of the conditions to Parent and Merger Sub's obligations to effect the consummation of the merger as set forth in the merger agreement, the satisfaction of the conditions to the initial funding under the debt financing, and the substantially concurrent receipt of the proceeds of the debt financing described below. The equity financing contemplated by the equity financing letter will terminate upon the earliest to occur of (i) the Guarantor's discharge of its obligation pursuant to the equity financing letter in connection with the closing of the merger, (ii) the termination of the merger agreement, (iii) without limiting the Company's rights against Parent or Merger Sub under the merger agreement or against the Guarantor under the limited guaranty, the commencement of any action, suit, claim or proceeding at law or in equity or arbitration by Parent, Merger Sub, the Company or any of their affiliates against the Guarantor or any related party in connection with the equity financing letter, the merger agreement or the transactions contemplated thereby, including the merger, or the limited guaranty referred to below under "The Merger—Limited Guaranty" beginning on page 53 or (iv) payment of the Parent's termination fee.

        The Company is a third-party beneficiary of the equity financing letter solely in the limited circumstances set forth in the merger agreement in which the Company is entitled to seek specific performance of Parent's obligation to cause the equity financing contemplated by the equity financing letter to be funded, as described under "The Merger Agreement—Specific Performance" beginning on page 85.

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Debt Financing

        In connection with the execution and delivery of the merger agreement, Merger Sub has obtained a debt commitment letter, dated as of March 28, 2011, from the lenders, to provide, severally and not jointly, upon the terms and subject to the conditions set forth in the debt commitment letter, up to $615 million in debt financing (not all of which is expected to be drawn at the closing of the merger), consisting of (i) up to $415 million pursuant to senior secured facilities (consisting of a $315 million term loan facility with a term of seven years (which must be drawn in full concurrently with the consummation of the merger) and a $100 million revolving facility with a term of five years (which will include sublimits for the issuance of letters of credit and swingline loans)) and (ii) up to $200 million pursuant to a senior unsecured bridge loan facility (which would be utilized in the event that Merger Sub cannot issue and sell the full amount of the senior unsecured notes referred to in the next sentence on or prior to the closing of the merger). It is expected that at the closing of the merger, $200 million in aggregate principal amount of senior unsecured notes will be issued pursuant to Rule 144A of the Securities Act, or another private placement exemption in lieu of the senior unsecured term loans under the bridge loan facility. The notes will not be registered under the Securities Act and may not be offered in the U.S. absent registration or an applicable exemption from registration requirements and nothing herein is or shall be deemed to be an offer or sale of debt securities, which may only be made pursuant to appropriate offering documentation. The proceeds under the term loan facility and the senior unsecured notes (or the bridge loan facility in the event and to the extent that Merger Sub is unable to issue and sell all or any portion of the notes) will be used to fund the transactions contemplated by the merger agreement (including payment of the aggregate merger consideration). The revolving facility generally will be used after the closing of the merger for working capital and other general corporate purposes.

        The facilities contemplated by the debt financing commitments are conditioned on the consummation of the merger as well as other customary conditions, including, but not limited to:

•

since March 28, 2011, there shall not have been any development, change, effect, event, state of facts or occurrence that has had or would reasonably be expected to have a material adverse effect (as defined below in "The Merger Agreement—Material Adverse Effect Definition" beginning on page 70);



•

the negotiation, execution and delivery of definitive loan documents consistent with the terms set forth in the debt financing commitment from the lenders;



•

Parent's receipt of cash equity contributions in an amount, when combined with the fair market value of the equity of management and existing equity holders of the Company rolled over or invested in connection with the merger, if any, equal to at least 28% of the total pro forma debt and equity capitalization of the borrower and its subsidiaries on the closing date after giving effect to the merger and the debt financing;



•

the accuracy of certain representations and warranties;



•

the delivery of certain unaudited and audited financial statements;



•

the payment of applicable fees and expenses;



•

the receipt of a customary offering memorandum for use in connection with the offering of the senior unsecured notes;



•

the delivery of customary closing documents (including, among others, documents necessary to establish and create security interests in certain items of collateral); and



•

the absence of any amendments to or waivers of the merger agreement to the extent material and adverse to the lenders without the prior consent of the lenders.

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        If any portion of the debt financing becomes unavailable on the terms and conditions contemplated by the debt financing commitment, Parent is required to promptly notify the Company and use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the merger on terms and conditions not materially less favorable to Parent and Merger Sub than those set forth in the debt commitment letter described above as promptly as reasonably practicable following the occurrence of such event. As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described above is not available as anticipated. The documentation governing the senior secured facilities and the bridge loan facility has not been finalized and, accordingly, their actual terms may differ from those described in this information statement.

        Although the debt financing described in this information statement is not subject to the lenders' satisfaction with their due diligence or to a "market out," such financing may not be considered assured. The failure of Parent and Merger Sub to obtain sufficient financing would likely result in the failure of the merger to be completed. In that case, Parent may be obligated to pay to the Company a termination fee of $33.84 million as described under "The Merger Agreement—Termination Fees" beginning on page 83. That obligation is guaranteed by the Guarantor, as described under "—Limited Guaranty" below. The Company is also entitled, under certain limited circumstances set forth in the merger agreement, to seek specific performance instead of the Parent's termination fee and cause Parent and Merger Sub to file one or more lawsuits to enforce the terms of the debt financing commitment as described under "The Merger Agreement—Specific Performance" beginning on page 85.

        The debt commitment letter terminates upon the earlier to occur of (i) the termination of the merger agreement in accordance with its terms, (ii) the consummation of the merger, (iii) any public announcement by Parent or its affiliates that they do not intend to proceed with the merger or the debt financing and (iv) the walk-away date.

Limited Guaranty

        Concurrently with the execution of the merger agreement, pursuant to a limited guaranty delivered by the Guarantor, the Guarantor has unconditionally and irrevocably guaranteed to the Company the due and punctual payment, observance, performance and discharge of the obligations of Parent with respect to the $33.84 million termination fee payable under certain circumstances by Parent, subject to the limitations set forth in the limited guaranty and the merger agreement, as described under "The Merger Agreement—Termination Fees" beginning on page 83.

        The limited guaranty will terminate on the earliest of (i) the effective time, (ii) receipt in full by the Company or its affiliates of the termination fee, (iii) termination of the merger agreement in accordance with its terms in any circumstance other than pursuant to which Parent would be obligated to make a payment of the termination fee and (iv) the 12-month anniversary of any termination of the merger agreement in accordance with its terms in any circumstances pursuant to which Parent would be obligated to make a payment of the termination fee. In addition, in the event that the Company or any of its affiliates asserts certain claims against the Guarantor or its related parties, including, among other things, that the Guarantor's liability exceeds the limitations set forth in the limited guaranty or that the termination and/or no recourse provisions of the limited guaranty are invalid, then the Guarantor's obligations under the limited guaranty will terminate, the Guarantor will have a claim against the Company for any payments previously made under the limited guaranty and the Guarantor and its related parties will not have any liability to the Company or any of its affiliates under the limited guaranty, the equity financing letter or otherwise.

Accounting Treatment

        The merger will be accounted for as a purchase transaction for financial accounting purposes.

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Certain Material U.S. Federal Income Tax Consequences

        TREASURY DEPARTMENT CIRCULAR 230 DISCLOSURE: THIS DISCUSSION WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER THE U.S. INTERNAL REVENUE CODE. THIS DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF TRANSACTIONS DESCRIBED IN THIS STATEMENT. EACH PROSPECTIVE INVESTOR IS URGED TO SEEK ADVICE BASED ON THE INVESTOR'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

        The following is a summary of certain material U.S. federal income tax consequences of the merger that are relevant to beneficial holders of company common stock whose shares will be converted to cash in the merger and who will not own (actually or constructively) any shares of company common stock after the merger. The following discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to beneficial holders of company common stock. This summary deals only with a share of company common stock held by the beneficial owner as a "capital asset" within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (generally, property held for investment), for U.S. federal income tax purposes. This discussion is for general information purposes only, is not exhaustive of all possible tax considerations and is not intended to be and should not be construed as tax advice. In addition, it does not describe all of the U.S. federal income tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, including, without limitation, tax-exempt organizations, holders subject to the U.S. federal alternative minimum tax, dealers or traders in securities, financial institutions, insurance companies, regulated investment companies, certain former citizens or residents of the U.S., U.S. holders (as defined below) whose functional currency is not the U.S. dollar and persons that hold stock in connection with a straddle, hedging, conversion or other risk-reduction transaction

        The U.S. federal income tax consequences set forth below are based upon the Internal Revenue Code, U.S. Treasury Regulations promulgated thereunder, court decisions, and current rulings and pronouncements of the Internal Revenue Service, or the IRS, all as in effect as of the date hereof and, all of which are subject to change, possibly on a retroactive basis. We have not sought any ruling from the IRS with respect to statements made and conclusions reached in this summary, and there can be no assurance that such statements and conclusions (which do not bind the IRS or the courts) will not be challenged by the IRS or sustained by a court if so challenged.

        As used herein, the term "U.S. holder" means a beneficial owner of company common stock that is for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the U.S.;



•

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S. or of any political subdivision thereof; or



•

any other person that is subject to U.S. federal income tax on a net income basis.

        Resident aliens are subject to U.S. federal income tax as if they were U.S. citizens, and thus would constitute "U.S. Holders" for purposes of the discussion below. An individual may be treated as a resident alien of the U.S., as opposed to a non-resident alien, for U.S. federal income tax purposes if the individual is present in the U.S. for at least 31 days in a calendar year and for an aggregate of at least 183 days during a 3-year period ending in such calendar year. For purposes of this calculation, all of the days that the individual was present in the then-current year, one-third of the days that the individual was present in the immediately preceding year and one-sixth of the days that the individual was present in the second preceding year are considered.

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        As used herein, the term "non-U.S. holder" means a beneficial owner of company common stock that is neither a U.S. holder nor a partnership or entity treated as a partnership for U.S. federal income tax purposes.

        If a partnership (including any entity taxed as a partnership for U.S. federal income tax purposes) is a beneficial owner of a share of company common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership are urged to consult their tax advisors about the U.S. federal income tax consequences to them of the merger.

        This summary does not address the tax consequences arising under any state, local or foreign law. Furthermore, this summary does not consider the effect of the U.S. federal estate or gift tax laws.

         Holders of company common stock are urged to consult their own tax advisors with respect to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the laws of any state, local or foreign taxing jurisdiction or under any applicable tax treaty.

U.S. Holders

        The receipt of cash by a U.S. holder in exchange for company common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. holder's gain or loss will be equal to the difference, if any, between the amount of cash received (plus the amount, if any, of taxes withheld) and the U.S. holder's adjusted tax basis in the shares surrendered pursuant to the merger. Gain or loss recognized by a U.S. holder will be capital gain or loss and will be long-term capital gain or loss if, at the time of consummation of the merger, the U.S. holder held the shares for more than one year. For non-corporate taxpayers, long-term capital gains are generally taxable at a reduced rate. Deduction of capital losses may be subject to certain limitations.

Non-U.S. Holders

        A non-U.S. holder generally will not be subject to U.S. federal income tax or withholding tax on gain recognized pursuant to the merger unless:

•

The non-U.S. holder is an individual who was present in the U.S. for 183 days or more during the taxable year of the merger and certain other conditions are met, in which case the non-U.S. holder will be subject to tax at a rate of 30% (or at a reduced rate under an applicable income tax treaty) on the amount by which capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources.



•

The gain is effectively connected with the conduct of a U.S. trade or business by the non-U.S. holder and, if required by a tax treaty, the gain is attributable to a permanent establishment maintained in the U.S. by the non-U.S. holder, in which case the holder will be subject to the same treatment as U.S. holders with respect to such gain.



•

We are or have been a "U.S. real property holding corporation" for U.S. federal income tax purposes during the shorter of the non-U.S. holder's holding period or the 5-year period preceding the merger, as the case may be. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes.

        Additionally, non-U.S. holders that are corporations could be subject to a branch profits tax with respect to such gain, which generally is imposed on a foreign corporation on the deemed repatriation from the U.S. of effectively connected earnings and profits, at a rate of 30% (or at a reduced rate under an applicable tax treaty).

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Information Reporting and Backup Withholding

        A stockholder may be subject to backup withholding at the applicable rate (currently 28%) on the cash payments to which such stockholder is entitled pursuant to the merger, unless the stockholder properly establishes an exemption or provides a taxpayer identification number and otherwise complies with the backup withholding rules. Each stockholder should complete and sign the IRS Form W-9 included as part of the letter of transmittal and return it to the paying agent, in order to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption applies and is established in a manner satisfactory to the paying agent. In addition, certain foreign persons, such as certain nonresident aliens, may establish an exemption from, or a reduced rate of, backup withholding by delivering the applicable IRS Form W-8BEN, certifying such person's non-U.S. status. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowable as a refund against a stockholder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

        THE U.S. FEDERAL INCOME TAX SUMMARY SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE MERGER, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

Interests of the Company's Directors and Executive Officers in the Merger

        In considering the recommendation of the Board of Directors with respect to the merger agreement, you should be aware that certain of the Company's directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally, as more fully described below and in "—Treatment of Company Equity Awards" beginning on page 58 and "—Payments Upon Termination Following Change-in-Control" beginning on page 60. The Board of Directors was aware of these interests and considered them, among other matters, in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, and recommend that the stockholders of the Company vote in favor of adopting the merger agreement. See "—Background of the Merger" beginning on page 27 and "—Reasons for the Merger; Recommendation of the Board of Directors" beginning on page 33 for a further discussion of these matters.

Arrangements with Parent

        As of the date of this proxy statement, none of the Company's executive officers or other key employees has entered into any agreement, arrangement or understanding with the Company or its subsidiaries or with Parent, Merger Sub or its affiliates in connection with the merger or any amendments or modifications to his or her existing employment agreement with the Company in connection with the merger, including employment with, or the right to participate in the equity of, the surviving corporation or Parent on a going-forward basis following the completion of the merger. No member of the Board of Directors has entered into any agreement, arrangement or understanding with Parent or its affiliates regarding the right to participate in the equity of Parent following the completion of the merger.

        Parent has informed us that it may establish equity-based compensation plans for management of the surviving corporation. In the event any new arrangements or agreements were entered into at or prior to completion of the merger such arrangements would not become effective until after the merger is completed.

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Insurance and Indemnification of the Company's Directors and Executive Officers

        After the effective time, the surviving corporation will indemnify and hold harmless the current and former directors and officers of the Company or its subsidiaries for certain acts or omissions occurring at or prior to the effective time to the full extent existing as of the date of the merger agreement in favor of such persons as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents).

        Additionally, the surviving corporation must maintain in effect the Company's current director's and officer's liability insurance for six years after the effective time (whether through purchase of a "tail" policy or otherwise), with respect to those directors and officers of the Company and its subsidiaries who are currently (and any additional persons who prior to the effective time become) covered by the Company's directors' and officers' liability insurance policy, subject to certain limitations.

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Treatment of Company Equity Awards

Treatment of Company Stock Options

        As of March 24, 2011, there were approximately 126,000 shares of company common stock subject to outstanding stock options. Under the merger agreement, we have agreed to adopt such resolutions and take such other actions as may be required so that each unexercised stock option, whether vested or unvested, that is outstanding immediately prior to the effective time will be cancelled, and the holder thereof shall cease to have any rights with respect thereto except the right, on the date on which the effective time occurs, to receive an amount in cash, without interest, equal to (i) the excess, if any, of (a) the merger consideration over (b) the exercise price per share of company common stock subject to such stock option, multiplied by (ii) the number of shares of company common stock subject to such stock option.

        The following table sets forth, as of March 24, 2011, for each of our executive officers and directors (i) the aggregate number of shares of company common stock subject to vested stock options, (ii) the exercise price of each vested stock option, (iii) the value of the vested stock options on a pre-tax basis, calculated by multiplying (a) the excess, if any, of the merger consideration over the respective per share exercise prices of such stock options by (b) the number of shares of company common stock subject to those stock options and (iv) the aggregate amount of consideration we expect to pay for all such options upon consummation of the merger. As of March 24, 2011, no stock options were unvested.

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