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
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(CUSIP Number)
Eric S. Gray
13401 Railway Drive
Oklahoma City, Oklahoma 73114
405-752-8802
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
10/30/2008
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(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.
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(2) Check the appropriate box if a member of a group (see instructions)
(a)
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(b)
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(3) SEC use only
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(4) Source of funds (see instructions) WC
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(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
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(8)Shared Voting Power 0
---------------------------------------------------------
(9)Sole Dispositive Power 2,289,108
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(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
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Schedule 13D
CUSIP No. 743815102
(1) Names of reporting persons
Donald E. And Tiffany Smith, joint tenants
13401 Railway Drive
Oklahoma City, Oklahoma 73114
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(2) Check the appropriate box if a member of a group (see instructions)
(a)
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(b)
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(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
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(8) Shared Voting Power 0
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(9)Sole Dispositive Power 7,200
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(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
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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)
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(b)
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(3) SEC use only
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(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
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(8)Shared Voting Power 0
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(9)Sole Dispositive Power 1,000
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(10)Shared Dispositive Power 0
---------------------------------------------------
(11)Aggregate Amount Beneficially Owned by Each Reporting Person.
1,000
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(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
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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)
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(b)
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(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
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(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
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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
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CUSIP No. 743815102
Exhibit 1
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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