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OMB APPROVAL
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OMB NUMBER: 3235-0145
EXPIRES: OCTOBER 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE.........14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT _____)*
Rural/Metro Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities
781748108
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities describe in Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 781748108 13G Page 2 of 5 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rural/Metro Corporation Employee Stock Ownership Plan
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------
6 SHARED VOTING POWER
1,072,470
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7 SOLE DISPOSITIVE POWER
1,072,470
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8 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,072,470
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
**Participants under the Plan have voting power as to shares allocated to their
account and the Plan trustee has voting power as to unallocated shares.
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Page 3 of 5 Pages
ITEM 1.
(a) Name of Issuer - Rural/Metro Corporation
(b) Address of Issuer's Principal Executive Offices
8401 E. Indian School Road, Scottsdale, Arizona 85251
ITEM 2.
(a) Name of Person Filing - Rural/Metro Corporation Employee
Stock Ownership Plan
(b) Address of Principal Business Office or, if none, Residence
8401 E. Indian School Road, Scottsdale, Arizona 85251
(c) Citizenship or Place of Organization - Arizona
(d) Title of Class of Securities - Common Stock
(e) CUSIP Number - 781748108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS
A: Not applicable
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section 240.13d-1
(b)(ii)(G)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as
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Page 4 of 5 Pages
of that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned - 1,072,470
(b) Percent of Class - 9.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - None
(ii) shared power to vote or to direct the vote - 1,072,470
shares
(iii) sole power to dispose or to direct the disposition of
- 1,072,470 shares
(iv) shared power to dispose or to direct the disposition
of - None
With respect to the amount of shares set forth in item
4(c)(ii), participants under the Plan have voting power as to
the shares allocated to their account and the Plan trustee has
voting power as to unallocated shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following / /.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
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Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ February 12, 1997
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Date
RURAL/METRO CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN & TRUST
By: /s/ Julian F. Weltsch
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Julian F. Weltsch, Trustee
