-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WbGBPaM9nZXpXrmUyYs/yZUpsfqhDIta5hjwHaE/WjLvbfqf/nsy2iq3BQndhwiP lvRRL8oxvsVMQjwLVVvKYA== 0001000096-08-000360.txt : 20081110 0001000096-08-000360.hdr.sgml : 20081110 20081110164451 ACCESSION NUMBER: 0001000096-08-000360 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081110 DATE AS OF CHANGE: 20081110 GROUP MEMBERS: 73114 INVESTMENTS, L.L.C. GROUP MEMBERS: DONALD E. AND TIFFANY SMITH, JOINT TENANTS GROUP MEMBERS: ERIC S. GRAY GROUP MEMBERS: MICHAEL BRADLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE SERVICE CORP CENTRAL INDEX KEY: 0001220754 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 860845127 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79536 FILM NUMBER: 081176329 BUSINESS ADDRESS: STREET 1: 5524 E. FOURTH ST. CITY: TUSCON STATE: AZ ZIP: 85711 BUSINESS PHONE: 5207487108 MAIL ADDRESS: STREET 1: 5524 E. FOURTH ST. CITY: TUSCON STATE: AZ ZIP: 85711 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 73114 Investments LLC CENTRAL INDEX KEY: 0001449402 IRS NUMBER: 263607132 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 13401 RAILWAY DRIVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73099 BUSINESS PHONE: 4057528802 MAIL ADDRESS: STREET 1: 13401 RAILWAY DRIVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73099 SC 13D 1 providence13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Providence Service Corporation ------------------------------ (Name of Issuer) Common Stock (Par Value $0.001) ------------------------------- (Title of Class of Securities) 743815102 --------- (CUSIP Number) Eric S. Gray 13401 Railway Drive Oklahoma City, Oklahoma 73114 405-752-8802 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 10/30/2008 ---------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13D CUSIP No. 743815102 (1) Names of reporting persons 73114 Investments, L.L.C. ------------------------------------------------ (2) Check the appropriate box if a member of a group (see instructions) (a) - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Source of funds (see instructions) WC - -------------------------------------------------------------------------------- (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) (6) Citizenship or place of organization Oklahoma, United States -------------------------------------- Number of shares beneficially owned by each reporting person with: (7)Sole Voting Power 2,289,108 ----------------------------------------------------------- (8)Shared Voting Power 0 --------------------------------------------------------- (9)Sole Dispositive Power 2,289,108 ------------------------------------------------------ (10)Shared Dispositive Power 0 --------------------------------------------------- (11)Aggregate Amount Beneficially Owned by Each Reporting Person 2,289,108 - -------------------------------------------------------------------------------- (12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13)Percent of Class Represented by Amount in Row (11) 18.6% ------------------------- (14)Type of Reporting Person (See Instructions) OO -------------------------------- Schedule 13D CUSIP No. 743815102 (1) Names of reporting persons Donald E. And Tiffany Smith, joint tenants 13401 Railway Drive Oklahoma City, Oklahoma 73114 - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a) - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Source of funds (see instructions) PF - -------------------------------------------------------------------------------- (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) (6) Citizenship or place of organization Oklahoma, United States -------------------------------------- Number of shares beneficially owned by each reporting person with: (7) Sole Voting Power 7,200 ---------------------------------------------------------- (8) Shared Voting Power 0 -------------------------------------------------------- (9)Sole Dispositive Power 7,200 ------------------------------------------------------ (10) Shared Dispositive Power 0 -------------------------------------------------- (11)Aggregate Amount Beneficially Owned by Each Reporting Person 7,200 - -------------------------------------------------------------------------------- (12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13)Percent of Class Represented by Amount in Row (11) Less than 1 % ------------------------- (14)Type of Reporting Person (See Instructions) IN -------------------------------- Schedule 13D CUSIP No. 743815102 (1) Names of reporting persons Michael Bradley 13401 Railway Drive Oklahoma City, Oklahoma 73114 (2) Check the appropriate box if a member of a group (see instructions) (a) - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Source of funds (see instructions) PF ----------------------------------------- (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) (6) Citizenship or place of organization Oklahoma, United States -------------------------------------- Number of shares beneficially owned by each reporting person with: (7)Sole Voting Power 1,000 ----------------------------------------------------------- (8)Shared Voting Power 0 --------------------------------------------------------- (9)Sole Dispositive Power 1,000 ----------------------------------------------------- (10)Shared Dispositive Power 0 --------------------------------------------------- (11)Aggregate Amount Beneficially Owned by Each Reporting Person. 1,000 - -------------------------------------------------------------------------------- (12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13)Percent of Class Represented by Amount in Row (11) less than 1% ------------------------- (14)Type of Reporting Person (See Instructions) IN -------------------------------- Schedule 13D CUSIP No. 743815102 (1) Names of reporting persons Eric S. Gray 13401 Railway Drive Oklahoma City, Oklahoma 73114 (2) Check the appropriate box if a member of a group (see instructions) (a) - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Source of funds (see instructions) PF ----------------------------------------- (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) (6) Citizenship or place of organization Oklahoma, United States --------------------------------------- Number of shares beneficially owned by each reporting person with: (7)Sole Voting Power 1,000 ----------------------------------------------------------- (8)Shared Voting Power 0 --------------------------------------------------------- (9)Sole Dispositive Power 1,000 ------------------------------------------------------ (10)Shared Dispositive Power 0 --------------------------------------------------- (11)Aggregate Amount Beneficially Owned by Each Reporting Person 1,000 - -------------------------------------------------------------------------------- (12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13)Percent of Class Represented by Amount in Row (11) less than 1% ------------------------- (14)Type of Reporting Person (See Instructions) IN -------------------------------- STATEMENT ON SCHEDULE 13D ------------------------- This Statement on Schedule 13D (this "Statement") is filed on behalf of the Filing Parties (defined below) with the Securities and Exchange Commission (the "Commission") with respect to the Common Stock, par value $0.001 per share, of Providence Service Corporation. Item 1. Security and Issuer This Statement relates to shares of the Common Stock, par value $0.001 per share (the "Common Stock"), of Providence Service Corporation ("Providence" or the "Issuer"). The address of the Issuer's principal executive office is 5524 East Fourth Street, Tucson, Arizona 85711. Item 2. Identity and Background (a), (b),(c) and (f). This Statement is filed on behalf of the following five persons: 73114 Investments, L.L.C. ("73114 "), Donald E. And Tiffany Smith ("Smiths"), Michael Bradley ("Bradley"), and Eric S. Gray ("Gray," and together with 73114, Smiths and Bradley, the "Filing Parties"). 73114 is an Oklahoma limited liability company and a wholly owned subsidiary of Avalon Correctional Services, Inc., a Nevada Corporation ("Avalon"). The principal place of business of both companies is in Oklahoma City, Oklahoma. Mr. Donald E. Smith is a United States citizen and CEO/President Manager of 73114 and CEO/President of Avalon as well as the sole Director. Tiffany Smith is a United States citizen and the Secretary Manager of 73114 and a Vice President and Secretary of Avalon. The Smiths are husband and wife. Mr. Bradley is a United States citizen and Vice President Manager of 73114 and Chief Financial Officer of Avalon. Mr. Gray is a United States citizen and Vice President Manager of 73114 and Vice President and Corporate Counsel of Avalon. All individuals are principally employed by Avalon. The address of each of the Filing Parties is 13401 Railway Drive, Oklahoma City, Oklahoma 73114. (d) and (e). The Filing Parties have not, during the last five years, been convicted in criminal proceedings (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the 1,000 shares of Common Stock held by Bradley is $857.00 (including brokerage fees and expenses). All of the shares of Common Stock were paid for using Bradley's personal funds. The aggregate purchase price of the 1,000 shares of Common Stock held by Gray is $868.96 (including brokerage fees and expenses). All of the shares of Common Stock were paid for using Gray's personal funds. The aggregate purchase price of the 7,200 shares of Common Stock held by the Smiths is $7,569.08 (including brokerage fees and expenses). All of the shares of Common Stock were paid for using the Smith's personal funds. The aggregate purchase price of the 2,289,108 shares of the Common Stock held by 73114 is $3,071,818.28 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by 73114 were paid for using its working capital funds. Item 4. Purpose of Transaction The Shares held by the Filing Parties were acquired for, and are being held for, investment purposes. The Filing Parties believe the shares of the Common Stock of the Issuer are undervalued and represent an attractive investment opportunity. The Filing Parties may acquire additional shares of Common Stock, dispose of all or some of these shares of Common Stock from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the shares of Common Stock, depending on business and market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors. In addition, the Filing Parties may engage in short selling of or hedging or similar transactions with respect to the shares of Common Stock. Furthermore, the Filing Parties intend to communicate with other shareholders, the Directors and management of the Issuer about improving the Issuer's financial condition and maximizing shareholder value. Further, the Filing Parties intend to seek Board representation to the extent it can be accomplished without triggering existing change of control provisions in agreements between the Company and third parties. The Filing Parties do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Filing Parties may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, or changing their intention with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Issuer (a)-(b) The aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of a group, is as follows:
Filing Party Aggregate Number of Shares: Number of Shares: Approximate Number of Sole Power Shared Power Percentage* Shares to Vote to Vote or Dispose or Dispose - --------------------------------------------------------------------------------------------------------------- Donald E. Smith and 7,200 7,200 0 <1% Tiffany Smith Michael Bradley 1,000 1,000 0 <1% Eric S. Gray 1,000 1,000 0 <1% 73114 Investments, L.L.C. 2,289,108 2,289,108 0 18.6% *Based on 12,313,261 shares of Common Stock outstanding as of August 1, 2008, as reported outstanding in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 Each of the Filing Parties disclaims beneficial ownership of the securities held by the other Filing Parties except to the extent of such Filing Party's pecuniary interest therein, if any. (c) During the past 60 days, the filing Parties effected no transactions in the Common Stock other than those set forth in the following table: Filing Party Date Buy or Sell Number of Shares Price - ------------ ---- ----------- ---------------- ----- Eric S. Gray 10/30/2008 Buy 1,000 $0.86 Michael Bradley 10/30/2008 Buy 1,000 $0.85 Donald E. and 10/24/2008 Buy 1,500 $1.01 Tiffany Smith 10/30/2008 Buy 5,000 $0.85 11/04/2008 Buy 100 $2.63 11/05/2008 Buy 600 $2.51 73114 Investments, LLC 10/27/2008 Buy 9,600 $0.94 Buy 4,092 $0.98 Buy 5,800 $0.99 Buy 94,422 $1.00 Buy 39,308 $1.01 Buy 93,550 $1.02 Buy 57,285 $1.03 Buy 32,600 $1.04 Buy 37,800 $1.05 Buy 42,300 $1.06 Buy 26,865 $1.07 10/28/2008 Buy 10,815 $0.83 Buy 10,000 $0.85 Buy 10,000 $0.87 Buy 10,000 $0.89 Buy 10,519 $0.92 Buy 9,581 $0.93 10/29/2008 Buy 34,317 $0.71 Buy 10,000 $0.76 Buy 500 $0.77 Buy 9,000 $0.78 Buy 12,000 $0.79 Buy 15,000 $0.80 Buy 10,000 $0.81 Buy 10,000 $0.82 10/30/2008 Buy 15,000 $0.80 Buy 19,777 $0.81 Buy 20,000 $0.82 Buy 15,623 $0.83 Buy 95,590 $0.84 Buy 47,357 $0.85 Buy 46,653 $0.86 Buy 2,000 $0.88 Buy 3,440 $0.90 Buy 101,284 $0.91 Buy 13,386 $0.92 Buy 7,014 $0.93 Buy 11,330 $0.94 Filing Party Date Buy or Sell Number of Shares Price - ------------ ---- ----------- ---------------- ----- 10/31/2008 Buy 9,000 $0.96 Buy 1,409 $1.00 Buy 9,355 $1.12 Buy 3,900 $1.15 Buy 1,500 $1.16 Buy 31,261 $1.17 Buy 6,652 $1.18 Buy 69,291 $1.19 Buy 67,526 $1.20 Buy 57,718 $1.21 Buy 37,427 $1.22 Buy 20,290 $1.23 Buy 17,274 $1.24 Buy 32,677 $1.25 Buy 110,100 $1.26 11/03/2008 Buy 5,000 $1.28 Buy 26,464 $1.32 Buy 33,390 $1.33 Buy 44,431 $1.34 Buy 47,177 $1.35 Buy 42,955 $1.36 Buy 20,068 $1.37 Buy 14,175 $1.38 Buy 19,920 $1.39 Buy 22,362 $1.40 Buy 4,343 $1.41 11/04/2008 Buy 5,200 $1.44 11/04/2008 Buy 12,288 $1.45 Buy 11,430 $1.46 Buy 27,500 $1.47 Buy 20,100 $1.56 Buy 100 $1.59 Buy 7,300 $2.05 Buy 12,518 $2.12 Buy 9,550 $2.48 Buy 100 $2.49 Buy 25,742 $2.50 Buy 600 $2.53 Buy 22,700 $2.54 11/05/2008 Buy 2,150 $2.25 Buy 225 $2.30 Buy 2,655 $2.33 Buy 12,500 $2.34 Buy 2,500 $2.35 Buy 3,100 $2.39 Buy 8,900 $2.40 Buy 5,200 $2.41 Buy 4,500 $2.43 Buy 17,580 $2.45 Buy 5,000 $2.47 Buy 5,000 $2.48 Buy 5,300 $2.49 Buy 10,775 $2.50 Buy 45,528 $2.51 Buy 5,000 $2.54 Buy 5,000 $2.55 Buy 10,000 $2.65 Buy 7,500 $2.68 Filing Party Date Buy or Sell Number of Shares Price - ------------ ---- ----------- ---------------- ----- 11/06/2008 Buy 3,606 $2.00 Buy 1,000 $2.01 Buy 2,500 $2.03 Buy 2,500 $2.04 Buy 5,639 $2.05 Buy 300 $2.07 Buy 12,500 $2.08 Buy 3,200 $2.09 Buy 12,057 $2.10 Buy 200 $2.11 Buy 3,400 $2.12 Buy 5,682 $2.13 Buy 13,150 $2.14 Buy 22,761 $2.15 11/06/2008 Buy 20,524 $2.16 Buy 2,500 $2.30 Buy 5,000 $2.32 Buy 2,500 $2.33 Buy 2,500 $2.35 Buy 2,500 $2.39 Buy 2,500 $2.40 Buy 2,500 $2.49 Buy 2,500 $2.50 Buy 2,500 $2.60 11/07/2008 Buy 100 $2.09 Buy 10,000 $2.10 Buy 5,100 $2.11 Buy 900 $2.12 Buy 2,500 $2.15 Buy 1,200 $2.17 Buy 3,400 $2.18 Buy 14,100 $2.19 Buy 62 $2.27 Buy 8,000 $2.28 Buy 675 $2.53 Buy 14,238 $2.55 Buy 6,500 $2.58 Buy 3,500 $2.65 Buy 1,280 $2.67 Buy 2,500 $2.68 Buy 8,020 $2.69
All of the transactions listed above were effected in the open market. (d) No Person other than the Filing Parties 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 shares of Common Stock beneficially owned by the Filing Parties. (e) Not Applicable. Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer There are no Contracts, Arrangements, Understandings or other Relationships with respect to the Securities of the Issuer by the Filing Parties other than the Joint Filing Agreement, dated as of November 6, 2008 (the "Joint Filing Agreement"), pursuant to which the parties agreed to jointly file this Statement and any and all amendments and supplements thereto with the Commission. The Joint Filing Agreement is filed herewith as Exhibit 1 and incorporated herein by reference. Item 7. Materials To Be Filed As Exhibits The following documents are filed herewith: 1.Joint Filing Agreement dated November 6, 2008 by and among 73114 Investments, L.L.C., Donald E. Smith, Tiffany Smith, Eric S. Gray and Michael Bradley. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 7, 2008 /s/ Donald E. Smith /s/ Tiffany Smith Donald E. Smith Tiffany Smith /s/ Eric S. Gray /s/ Michael Bradley Eric S. Gray Michael Bradley 73114 Investments, L.L.C. /s/ Donald E. Smith By: Donald E. Smith, CEO/ President Manager SCHEDULE 13D ------------ CUSIP No. 743815102 Exhibit 1 - --------- Joint Filing Agreement The undersigned parties hereby agree that the Schedule 13D filed herewith relating to the Class A Common Stock, Par Value $0.001 per share, of Providence Service Corporation is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) on behalf of each person. Date: November 6, 2008 /s/ Donald E. Smith /s/ Tiffany Smith Donald E. Smith Tiffany Smith /s/ Eric S. Gray /s/ Michael Bradley Eric S. Gray Michael Bradley 73114 Investments, L.L.C. /s/ Donald E. Smith By: Donald E. Smith, CEO/ President Manager -----END PRIVACY-ENHANCED MESSAGE-----