-----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, NRpDL4lwt6UuT2FjOQ5mBm6AVRQE/4zpiTDrjRwiPxg36yF/pcWEpMptI508pkTw VtsqOGkUv2Z1kjLJJuKPlw== 0001144204-09-003012.txt : 20090122 0001144204-09-003012.hdr.sgml : 20090122 20090122171351 ACCESSION NUMBER: 0001144204-09-003012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090122 DATE AS OF CHANGE: 20090122 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79536 FILM NUMBER: 09539806 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/A 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/A 1 v137631_sc13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101 Information to Be Included In Statements Filed Pursuant To Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)) Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Providence Service Corporation (Name of Issuer) Common Stock, Par Value $0.001 Per Share (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) January 21, 2009 (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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). 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) |X| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds 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 7. Sole Voting Power 0 Beneficially -------------------------------------------------------- Owned by Each 8. Shared Voting Power 2,292,895 Reporting Person -------------------------------------------------------- With 9. Sole Dispositive Power 0 -------------------------------------------------------- 10. Shared Dispositive Power 2,292,895 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,292,895 - -------------------------------------------------------------------------------- 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 Page 2 of 19 Pages CUSIP No. 743815102 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons: Donald E. and Tiffany Smith, Joint Tenants - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 7,200 Beneficially -------------------------------------------------------- Owned by Each 8. Shared Voting Power 2,292,895 Reporting Person -------------------------------------------------------- With 9. Sole Dispositive Power 7,200 -------------------------------------------------------- 10. Shared Dispositive Power 2,292,895 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,300,095 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11: 18.7% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- Schedule 13D Page 3 of 19 Pages CUSIP No. 743815102 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons: Michael Bradley - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 1,000 Beneficially -------------------------------------------------------- Owned by Each 8. Shared Voting Power 2,292,895 Reporting Person -------------------------------------------------------- With 9. Sole Dispositive Power 1,000 -------------------------------------------------------- 10. Shared Dispositive Power 2,292,895 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,293,895 - -------------------------------------------------------------------------------- 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): IN - -------------------------------------------------------------------------------- Schedule 13D Page 4 of 19 Pages CUSIP No. 743815102 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons: Eric S. Gray - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 1,000 Beneficially -------------------------------------------------------- Owned by Each 8. Shared Voting Power 2,292,895 Reporting Person -------------------------------------------------------- With 9. Sole Dispositive Power 1,000 -------------------------------------------------------- 10. Shared Dispositive Power 2,292,895 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,293,895 - -------------------------------------------------------------------------------- 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): IN - -------------------------------------------------------------------------------- Schedule 13D Page 5 of 19 Pages This Amendment No. 1 (this "First Amendment") to Schedule 13D is filed on behalf of the Filing Parties with the Securities and Exchange Commission (the "Commission") with respect to the Common Stock, par value $0.001 per share (the "Common Stock"), of The Providence Service Corporation, a Delaware corporation (the "Issuer"). This First Amendment amends the initial statement on Schedule 13D filed by the Filing Parties on November 7, 2008 (the "Prior 13D"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Prior 13D. Except as indicated herein, the information set forth in the Prior 13D remains unchanged. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended and restated as follows: The aggregate purchase price of the 1,000 shares of Common Stock held directly by Bradley is $857.00 (including brokerage fees and expenses). All of these 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 directly by Gray is $868.96 (including brokerage fees and expenses). All of these 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 directly by the Smiths is $7,569.08 (including brokerage fees and expenses). All of these shares of Common Stock were paid for using the Smiths' personal funds. The aggregate purchase price of the 2,292,895 shares of Common Stock held directly by 73114 is $3,080,406.81 (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 Item 4 is hereby amended and restated as follows: 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 and may acquire, hold or sell the Issuer's debt, some of which is convertible into Common Stock. On January 21, 2009, 73114 sent a stockholder demand for books and records as well as a stockholder demand for inspection of the stockholder list to the Issuer to facilitate communication with fellow stockholders, investigate potential wrongdoing, mismanagement, waste of corporate assets and breaches of fiduciary duties by members of the Issuer's Board of Directors and to assess the ability of the Issuer's Board of Directors to impartially consider a demand for action related to the items described in the demands. The foregoing description of the books and records demand and the stockholder list demand is qualified in Schedule 13D Page 6 of 19 Pages its entirety by reference to the books and records demand attached hereto as Exhibit 99.2 as well as the stockholder list demand attached hereto as Exhibit 99.3. The Filing Parties have become increasingly concerned about the oversight of the Issuer's Board and of management's actions at a critical juncture in the Issuer's business, particularly in connection with (a) the authorization of large increases in the levels of executive compensation; (b) the award of restricted stock grants under the Issuer's 2006 Long Term Incentive Plan and the acceleration of the incentive awards and grants; (c) the amendments to the employment agreements between the Issuer and Messrs. McCusker, Deitch, Furman and Norris and the financial impact thereof; (d) possible accounting irregularities in the recording of asset values; and (e) the annual incentive compensation program of the Issuer. The Filing Parties are also concerned by management's unwillingness to communicate with them about these matters. The Filing Parties intend to seek a full explanation of these actions. In addition to these concerns, the Filing Parties are troubled by the Issuer's poor financial performance and its recent adoption of devices that infringe on the traditional authority of stockholders, including the Board's adoption of Bylaw amendments requiring advance notice and the adoption of a stockholder rights plan, commonly known as a "poison pill." The Filing Parties are considering making proposals at the Issuer's annual meeting or soliciting stockholder consents to restore a proper balance between management and the stockholders and may seek representation on the Issuer's Board. Except as set forth above, the Filing Parties do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated in the following respects: (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:
Number of Number of Shares: Sole Shares: Shared Aggregate Power to Vote Power to Vote Approximate Filing Party Number of Shares or Dispose or Dispose Percentage* ------------ ---------------- ---------- ---------- ----------- Donald E. Smith and Tiffany 2,300,095 7,200 2,292,895 18.7% Smith Michael Bradley 2,293,895 1,000 2,292,895 18.6% Eric S. Gray 2,293,895 1,000 2,292,895 18.6% 73114 Investments, L.L.C. 2,292,895 0 2,292,895 18.6%
* Based on 12,321,736 shares of Common Stock outstanding as of November 3, 2008, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. Schedule 13D Page 7 of 19 Pages Each of the Smiths, Bradley and Gray disclaims beneficial ownership of the securities held by the other individual Filing Parties, and Bradley and Gray disclaim any beneficial ownership of the securities held by 73114, except to the extent of the indirect pecuniary interest they have in the parent of 73114. 73114 disclaims beneficial ownership of the securities held by the other Filing Parties. Notwithstanding the foregoing disclaimers, the number of shares of Common Stock reported as beneficially owned by each of the Smiths, Bradley and Gray with shared voting and dispositive powers includes all 2,292,895 shares of Common Stock owned by 73114, for which each of the Smiths, Bradley and Gray serves as a manager. (c) During the past 60 days, the Filing Parties effected no transactions in the Common Stock. (d) No change. (e) No change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended and restated as follows: Each of the Smiths, Bradley and Gray hold executive officer and/or managerial positions in 73114. Accordingly, each of such parties has the rights and power pursuant to their positions in 73114 to affect the disposition and voting of the Common Stock of the Issuer held by 73114. In addition, other than the Joint Filing Agreement, dated as of November 6, 2008, between the Filing Parties (the "Joint Filing Agreement"), pursuant to which the parties agreed to jointly file this Schedule and any and all amendments and supplements thereto with the Commission, there are no other contracts, arrangements, understandings or relationships among the Filing Parties with respect to the Common Stock of the Issuer. Item 7. Material to Be Filed as Exhibits The following documents are filed herewith: 99.1. 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.* 99.2. Letter from 73114 Investments, L.L.C. to The Providence Service Corporation dated January 22, 2009. 99.3. Letter from 73114 Investments, L.L.C. to The Providence Service Corporation dated January 22, 2009. - ---------- * Filed with the Prior 13D. Schedule 13D Page 8 of 19 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. Date: January 22, 2009 /s/ Donald E. Smith ---------------------------------------- Donald E. Smith /s/ Tiffany Smith ---------------------------------------- Tiffany Smith /s/ Eric S. Gray ---------------------------------------- Eric S. Gray /s/ Michael Bradley ---------------------------------------- Michael Bradley 73114 Investments, L.L.C. By: /s/ Donald E. Smith ------------------------------------ Donald E. Smith, Chief Executive Officer Schedule 13D Page 9 of 19 Pages EX-10.2 2 v134631_ex10-2.txt Exhibit 99.2 73114 INVESTMENTS, L.L.C. 13401 Railway Drive Oklahoma City, Oklahoma 73114 Telephone: 405-752-8802 Facsimile: 405-752-8852 January 21, 2009 BY FEDEX AND HAND DELIVERY The Providence Service Corporation 5524 East Fourth Street Tucson, AZ 85711 Attention: Corporate Secretary Re: Request for Books and Records Dear Sir/Madam: 73114 Investments, L.L.C. (the "Stockholder") is the record owner of 2,292,895 shares of common stock of The Providence Service Corporation (the "Company"). Pursuant to Section 220 of the Delaware General Corporation Law, the Stockholder hereby demands under oath to inspect, copy, or make extracts therefrom no later than January 29, 2009, during normal business hours, the following books and records (collectively, the "Books and Records") of the Company: 1. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings between and among the Company (or any representative of the Company) and Mercer (US) Inc. ("Mercer"), Rodeghero Consulting Group, Inc. ("Rodeghero"), and any and all other compensation consultants in connection with the evaluation of executive and director compensation at the Company since January 1, 2006 including but not limited to such records as may concern the termination of Rodeghero and the evaluation of replacement consultants including Mercer. 2. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings since January 1, 2006 relating to the annual incentive compensation program (the "Annual Plan"), and including, without limitation, all reports, resolutions and minutes relating to the drafting of the Annual Plan, its adoption and any awards made or contemplated to be made in the future pursuant to the Annual Plan. Schedule 13D Page 10 of 19 Pages 3. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings since January 1, 2006 relating to the award of restricted stock grants under the Company's 2006 Long Term Incentive Plan (the "2006 Plan"). 4. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings since January 1, 2006 relating to the amendments to the employment agreements between the Company and Messrs. McCusker, Deitch, Furman and Norris (the "Amended Employment Agreements"). 5. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings since January 1, 2006 relating to the direct or indirect compensation by the Company including any subsidiaries of the Company, any tax exempt entities acquired by the Company, and any tax exempt entities managed or affiliated with the Company or any of its subsidiary companies, of Messrs. McCusker, Deitch, Furman and Norris (including, without limitation, salaries, bonuses, stock options, any other form of stock compensation, retirement benefits, loans, insurance, tax reimbursements or gross-ups and/or perquisites such as personal use of the Company's assets or use by the Company of assets owned or controlled directly or indirectly by officers and directors of the Company, etc.) for the years 2006, 2007, and 2008. 6. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings reflecting any Company stock purchased, sold, issued or otherwise transferred by or to any of Messrs. McCusker, Deitch, Furman and Norris (or any person or entity affiliated with any of them) since January 1, 2006 through the present date. 7. All employment contracts and amendments relating to the direct or indirect compensation of Messrs. McCusker, Deitch, Furman and Norris. 8. Books and records sufficient to ascertain a complete description of each Company job held by each of Messrs. McCusker, Deitch, Furman and Norris from January 1, 2006 through the present, and all of the responsibilities attendant to each job. 9. Any expert's or consultant's analyses, memoranda, evaluations, reports or opinions concerning the Annual Plan, the 2006 Plan or the Employment Agreements and Amended Employment Agreements, including, without limitation, materials regarding the direct or indirect compensation of the Company's directors and managers and the decisions of the Board of Director and the Compensation Committee on December 30, 2008, to take the actions described in the Company's Form 8-K filed with the Securities and Exchange Commission on January 5, 2009. 10. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings since January 1, 2006, relating to the direct or indirect compensation of the Company's directors. Schedule 13D Page 11 of 19 Pages 11. All minutes, materials from any meeting, or written or electronic records of the Board of Directors and/or of any committee of the Board of Directors of the Company since January 1, 2006, which refer to or discuss the Annual Plan, stock grants under the 2006 Plan or the Employment Agreements and Amended Employment Agreements any discussions related to those Agreements. 12. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings relating to the resignation of Steven I. Geringer as Chairperson of the Company's Compensation Committee and the negotiation and execution of the consulting agreement between Mr. Geringer and the Company. 13. Minutes of all meetings of the compensation committee and any agendas or supporting documents discussed or distributed in such meetings for the period from January 1, 2006 through the current date. 14. Any expert's or consultant's analyses, memoranda, evaluations, appraisals, fairness opinions, reports or opinions concerning the acquisition price of each Company operation or asset acquired since January 1, 2006. 15. All minutes, materials from any meeting, or written or electronic records of the Board of Directors or of any committee of the Board of Directors of the Company since January 1, 2006, which refer to or discusses any acquisitions or proposed acquisitions. 16. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings among Company employees and/or with parties outside the Company since January 1, 2006 relating to the carrying value of any or all corporate operations and/or assets including, without limitation, any expert's or consultant's analyses, memoranda, evaluations, appraisals, fairness opinions, reports or opinions, and all internal reports, resolutions and minutes relating to the recognition of all impairments in carrying values of Company operations or assets. 17. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings among Company employees and/or with parties outside the Company since January 1, 2006 in any way relating to Financial Accounting Standard ("FAS") 142. 18. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings among Company employees and/or with parties outside the Company projecting earnings before interest, depreciation, taxes and amortization for 2008, and subsequent years. 19. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings since January 1, 2006, relating to the consideration of individuals to serve as directors of the Company, regardless of whether such individuals were nominated for election. Schedule 13D Page 12 of 19 Pages 20. A copy of each and every agreement between the Company and any Officer, Director or person related or affiliated with any Officer or Director of the Company, including copies of any expired or terminated agreements. 21. All documents, correspondence, memoranda, written communications and/or any other form of record, including electronic communications and recordings supporting or opposing the decisions of the Board of Directors at the end of 2008 to accelerate the vesting of prior options and restricted stock grants and immediately vesting new restricted stock grants. The purposes of this demand are: (i) to investigate possible mismanagement, breaches of fiduciary duty, waste of corporate assets and fraud at the Company in connection with the Annual Plan, stock grants under the 2006 Plan and the Amended Employment Agreements; (ii) to investigate possible improper related party transactions; (iii) to investigate possible accounting irregularities in the recording of asset values; (iv) to enable the Stockholder to communicate with fellow stockholders of the Company regarding the results of this investigation, (v) to determine whether decisions of the Company's non-employee directors in connection with the Annual Plan, stock grants under the 2006 Plan, the Amended Employment Agreements and related party transactions were disinterested and independent and valid business judgments; (vi) to initiate and prosecute litigation on behalf of the Company and/or its stockholders depending on the results of this investigation; and (vii) to enable the Stockholder to communicate with fellow stockholders of the Company regarding the corporate affairs of the Company, including, without limitation, the possible solicitation of proxies for the next annual meeting and/or solicitation of consents. The Stockholder is prepared to execute an appropriate confidentiality agreement governing documents provided pursuant to this demand letter. I enclose with this letter a draft confidentiality agreement governing any documents produced by the Company for your consideration. The Stockholder hereby designates Eric Gray of 73114 Investments, L.L.C., or any other person designated by the Stockholder, acting together, singly or in any combination, to conduct as its agents, the inspection and copying requested herein. The Stockholder will pay the reasonable costs of obtaining copies of the Books and Records. Pursuant to Section 220 of the Delaware General Corporation Law ("DGCL"), the Company is required to respond to this demand within five (5) business days of the date hereof. Accordingly, please advise Eric Gray of 73114 Investments, L.L.C., with a copy to Lisa A. Schmidt, Esq. of Richards, Layton & Finger, P.A., at (302) 651-7763, as promptly as practicable within the requisite timeframe, when and where the Books and Records will be made available to the Stockholder. If the Company contends that this request is incomplete or is otherwise deficient in any respect, please notify the Stockholder immediately in writing, with a copy to Lisa A. Schmidt, Esq., Richards, Layton & Finger, P.A., 920 N. King Street, P.O. Box 551, Wilmington, DE 19899, direct dial: (302) 651-7763, direct fax: (302) 498-7763, email: Schmidt@rlf.com, setting forth the facts that Schedule 13D Page 13 of 19 Pages the Company contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, the Stockholder will assume that the Company agrees that this request complies in all respects with the requirements of the DGCL. The Stockholder reserves the right to withdraw or modify this request at any time. Very truly yours, /s/ Donald E. Smith Donald E. Smith, CEO/President Manager cc: Corporation Service Company Schedule 13D Page 14 of 19 Pages STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) I, Donald E. Smith, am the CEO/President Manager of 73114 Investments, L.L.C., the record owner of 2,292,895 shares of common stock of The Providence Service Corporation. I am authorized to execute the foregoing demand on behalf of 73114 Investments, L.L.C. The facts, statements and representations contained in the foregoing demand are true and correct to the best of my knowledge and belief. /s/ Donald E. Smith -------------------------------- Sworn to and subscribed before me this 21st day of January, 2009. /s/ Quinswella Brady - -------------------------------- Notary Public No. 04007854 [SEAL] My Commission expires: 8/30/2012 Schedule 13D Page 15 of 19 Pages EX-10.3 3 v134631_ex10-3.txt Exhibit 99.3 73114 INVESTMENTS, L.L.C. 13401 Railway Drive Oklahoma City, Oklahoma 73114 Telephone: 405-752-8802 Facsimile: 405-752-8852 January 21, 2009 BY FEDEX AND HAND DELIVERY The Providence Service Corporation 5524 East Fourth Street Tucson, AZ 85711 Attention: Corporate Secretary Re: Request for Stockholder List Dear Sir/Madam: 73114 Investments, L.L.C. (the "Stockholder") is the record owner of 2,292,895 shares of common stock of The Providence Service Corporation (the "Company"). Pursuant to Section 220 of the Delaware General Corporation Law, the Stockholder hereby demands under oath to inspect, copy, or make extracts therefrom no later than January 29, 2009, during normal business hours, the following: 1. A complete record or list of the Corporation's stockholders, certified by the Corporation or its transfer agent or registrar, showing the names, addresses, and account numbers of each stockholder and the number of shares of stock registered in the name of each such stockholder, as of the most recent date available; 2. A cd or diskette or other electronic file of the holders of the Corporation's stock as of the most recent date available, showing the names, addresses, account numbers and number of shares held by such stockholders, together with such computer processing data and instructions as are necessary for the Stockholder to make use of such electronic file for verification purposes; 3. All daily transfer sheets showing changes in the names, addresses and number of shares of the Corporation's stockholders which are in or come into the possession or control of the Corporation or its transfer agent or registrar, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of the stockholder list referred to in paragraph (1) above until such time as Stockholder notifies the Corporation that it no longer requires such daily transfer sheets; Schedule 13D Page 16 of 19 Pages 4. All information in or which comes into the Corporation's or its transfer agent(s)' or registrar(s)' possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees concerning the names, addresses and number of shares held by the participating brokers and banks named in the individual nominee names of Cede & Co. or other similar depositories or nominees, including respondent bank lists; 5. All information in or which comes into the Company's possession, or which can reasonably be obtained from nominees of any central certificate depository system, concerning the number and identity of the actual beneficial owners of shares, including an alphabetical breakdown of any holdings in the respective names of Cede & Co., and other similar nominees for the accounts of customers or otherwise; 6. All information in or that comes into the Corporation's possession, or that can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees relating to the names of the beneficial owners of the Corporation's stock ("NOBO's") pursuant to Rule 14b-1(c) or Rule 14b-2(c) under the Securities Exchange Act of 1934, as amended, on cd or diskette or other electronic file, such computer processing data and instructions as are necessary for the Stockholder to make use of such information on cd or diskette or other electronic file, and a hard copy printout of such information for verification purposes. If such information is not in the Corporation's possession, custody or control, such information should be requested from Automatic Data Processing Investor Communications Services; 7. A stop list or stop lists relating to any shares of stock of the Corporation and any changes, corrections, additions or deletions from the date of the list referred to in paragraph (a) above until such time as Stockholder notifies the Corporation that it no longer requires such changes, corrections, additions or deletions; 8. A list of all stockholders owning 1,000 or more shares of Corporation stock arranged in descending order as of the most recent date available; and 9. To the extent not already referred to above, any electronic file which contains any or all of the information encompassed in this letter, together with any program, software, manual or other instructions necessary for the practical use of such information. The Stockholder further demands that modifications, additions or deletions to any and all information referred to in paragraphs (1) through (9) above (collectively, the "Stockholder List") be immediately furnished to Stockholder as such modifications, additions or deletions become available to the Corporation or its agents or representatives. The purpose of this demand is to enable the Stockholder to communicate with fellow stockholders of the Corporation regarding the corporate affairs of the Corporation, including, without limitation, the possible solicitation of proxies for the next annual meeting and/or solicitation of consents. The Stockholder hereby designates its directors, officers and employees, or any other person designated by the Stockholder, acting together, singly or in any combination, to conduct as its agents, the inspection and copying requested herein. The Stockholder will pay the reasonable costs of obtaining the Stockholder List. Schedule 13D Page 17 of 19 Pages Pursuant to Section 220 of the Delaware General Corporation Law ("DGCL"), the Corporation is required to respond to this demand within five (5) business days of the date hereof. Accordingly, please advise Eric S. Gray at 405-752-8802 and Lisa A. Schmidt, Esq. of Richards, Layton & Finger, P.A., at (302) 651-7763, as promptly as practicable within the requisite timeframe, when and where the Stockholder List will be made available to the Stockholder. If the Corporation contends that this request is incomplete or is otherwise deficient in any respect, please notify the Stockholder immediately in writing, with a copy to Lisa A. Schmidt, Esq., Richards, Layton & Finger, P.A., 920 N. King Street, P.O. Box 551, Wilmington, DE 19899, direct dial: (302) 651-7763, direct fax: (302) 498-7763, email: Schmidt@rlf.com, setting forth the facts that the Corporation contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, the Stockholder will assume that the Company agrees that this request complies in all respects with the requirements of the DGCL. The Stockholder reserves the right to withdraw or modify this request at any time. Very truly yours, /s/ Donald E. Smith Donald E. Smith, CEO/President Manager cc: Corporation Service Company Schedule 13D Page 18 of 19 Pages STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) I, Donald E. Smith, am the CEO/President Manager of 73114 Investments, L.L.C., the record owner of 2,292,895 shares of common stock of The Providence Service Corporation. I am authorized to execute the foregoing demand on behalf of 73114 Investments, L.L.C. The facts, statements and representations contained in the foregoing demand are true and correct to the best of my knowledge and belief. /s/ Donald E. Smith -------------------------------- Sworn to and subscribed before me this 21st day of January, 2009. /s/ Quinswella Brady - -------------------------------- Notary Public No. 04007854 [SEAL] My Commission expires: 8/30/2012 Schedule 13D Page 19 of 19 Pages -----END PRIVACY-ENHANCED MESSAGE-----