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| RURL > SEC Filings for RURL > Form 8-K on 19-Mar-2009 | All Recent SEC Filings |
19-Mar-2009
Entry into a Material Definitive Agreement, Material Modification to Rights
On March 19, 2009, Rural/Metro Corporation (the "Company") and Computershare
Trust Company, N.A., as successor to Computershare Trust Company, Inc. (the
"Rights Agent") amended (the "Second Amendment") the Rights Agreement, as
amended (the "Rights Agreement"), dated August 24, 2005 between the Company and
the Rights Agent. The Second Amendment amends the terms of the Rights associated
with the common stock, par value $0.01 per share (the "Common Stock"), of the
Company to increase from 5.0% to 10.0% the Beneficial Ownership triggering
percentage at which a Person will become an Acquiring Person and at which a
Distribution Date will occur (as such terms are defined in the Rights
Agreement). Existing shareholders with holdings of 10.0% or more of the
Company's outstanding Common Stock were grandfathered in under the Amendment,
and as such, will not entitle any shareholders to exercise Rights under the
Rights Agreement. The Board of Directors of the Company will continue to
regularly review the triggering percentage under the Rights Agreement. The
Company entered into the Second Amendment after careful consideration of the
Company's improving position with respect to change-in-ownership rules under
Section 382 of the Internal Revenue Code of 1986, as amended, and the Company's
desire to enhance trading capacity for existing and potential new stockholders.
A copy of the Second Amendment is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
See the description set forth under "Item 1.01. Entry into a Material Definitive Agreement," which is incorporated by reference into this Item 3.03.
(d) Exhibits.
4.1 Amendment No. 2 dated as of March 19, 2009 to that certain Rights Agreement, as amended, dated as of August 24, 2005, between Rural/Metro Corporation and Computershare Trust Company, N.A., as successor to Computershare Trust Company, Inc., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company's Form 8-A/A filed with the SEC on March 19, 2009).
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