x
|
Preliminary
Proxy Statement
|
¨ Confidential,
for use of the Commission
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¨
|
Definitive
Proxy Statement
|
only
(as permitted by Rule 14a-6(e)(2))
|
¨
|
Definitive
Additional Materials
|
|
¨
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Soliciting
Material under Rule 14a-12
|
THE
PROVIDENCE SERVICE CORPORATION
|
(Name
of Registrant as Specified in Its Charter)
|
AVALON
CORRECTIONAL SERVICES, INC.
DONALD
E. SMITH
TIFFANY
SMITH
MICHAEL
BRADLEY
ERIC
S. GRAY
73114
INVESTMENTS, L.L.C.
(referred
to as “The Providence Committee for Accountability”)
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
x
|
No
fee required.
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¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1)
Title of each class of securities to which transaction
applies:
|
|
(2)
Aggregate number of securities to which transaction
applies:
|
|
(3)
Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
(4)
Proposed maximum aggregate value of transaction:
|
|
(5)
Total fee paid:
|
|
¨
|
Fee
paid previously with preliminary materials:
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
|
|
(1)
Amount previously paid:
|
|
(2)
Form, Schedule or Registration Statement No.:
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(3)
Filing Party:
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(4)
Date Filed:
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1.
|
To
elect the Committees slate of two director nominees, Michael C. Bradley
and Captain Brian T. Costello (ret.) (the “Nominees”), to serve as class 3
directors of the Company for a three-year term until the 2012 Annual
Meeting, in opposition to the Company’s incumbent
directors.
|
2.
|
To
ratify the appointment of KPMG LLP as the independent registered public
accounting firm of the Company to serve for the 2009 fiscal year;
and
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting or any of its adjournments, postponements or
reschedulings.
|
Thank
you for your support,
|
|
The
Providence Committee for
Accountability
|
If
you have any questions, require assistance in submitting your [BLUE] proxy
card,
or
need additional copies of the Committee’s proxy statement materials,
please call
D.F.
King & Co., Inc. at the phone numbers listed below.
D.F.
King & Co., Inc.
48
Wall Street, 22nd Floor
New
York, NY 10005
Stockholders
Call Toll-Free at: (800) 848-3416
Banks
and Brokers Call Collect at: (212)
269-5550
|
1.
|
To
elect the Committees slate of two director nominees, Michael C. Bradley
and Captain Brian T. Costello (ret.) (the “Nominees”), to serve as class 3
directors of the Company for a three-year term until the 2012 Annual
Meeting, in opposition to the Company’s incumbent
directors.
|
2.
|
To
ratify the appointment of KPMG LLP as the independent registered public
accounting firm of the Company to serve for the 2009 fiscal year;
and
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting or any of its adjournments, postponements or
reschedulings.
|
·
|
If
your Shares are registered in your own name, please sign and date the
enclosed [BLUE]
proxy card and return it to the Committee, c/o D.F. King & Co., Inc.,
in the enclosed envelope today.
|
·
|
If
your shares are held in a brokerage account or bank, you are considered
the beneficial owner of the Shares, and these proxy materials, together
with a [BLUE] voting form, are being
forwarded to you by your broker or bank. As a beneficial owner,
you must instruct your broker, trustee, or other representative how to
vote. Your broker cannot vote your shares on your behalf
without your instructions.
|
·
|
Depending
on your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. Please refer to the enclosed
voting form for instructions on how to vote electronically. You
may also vote by signing, dating and returning the enclosed voting
form.
|
If
you have any questions, require assistance in submitting your [BLUE] proxy
card,
or
need additional copies of the Committee’s proxy statement materials,
please call
D.F.
King & Co., Inc. at the phone numbers listed below.
D.F.
King & Co., Inc.
48
Wall Street, 22nd Floor
New
York, NY 10005
Stockholders
Call Toll-Free at: (800) 848-3416
Banks
and Brokers Call Collect at: (212)
269-5550
|
·
|
We
believe the Board has excessively increased executive and director
compensation.
|
·
|
We
believe the Board has not provided adequate oversight and accountability
for acquisitions and dispositions.
|
·
|
We
question whether the majority of the Board is truly independent, and able
to make independent decisions.
|
·
|
Articulate
and raise their concerns about Providence’s corporate governance practices
with the rest of the Providence Board members and urge implementation of
best practices.
|
·
|
Seek
to adopt compensation practices that tie executive pay to Providence’s
performance.
|
·
|
Act
independently and provide necessary supervision to the senior management
of the Company.
|
·
|
Provide
an independent voice in the boardroom that we believe is necessary to
ensure the Board focuses on the interests of
stockholders.
|
Name
|
Age
|
Present
Principal Occupation
and
Five Year Employment History
|
Michael
C. Bradley
|
37
|
Michael
Bradley has served as the Chief Financial Officer of Avalon Correctional
Services, Inc. since June 2004. He was instrumental in Avalon’s
debt restructuring from 2004 to 2006, negotiating and implementing credit
instruments that better aligned Avalon’s operating and debt service
needs. He has extensive experience in project due diligence,
mergers and acquisitions, and post-implementation financial
analysis. Immediately before his employment with Avalon,
Mr. Bradley was self-employed and focused his business on consulting
services relating to Sarbanes-Oxley Act compliance, business process
evaluation and integration, and litigation support. Earlier in
his career, Mr. Bradley specialized in IPO transactions and loan workouts
for the Resolution Trust Corporation as an auditor for Ernst &
Young. He received his bachelor’s of science degree in business
administration as an accounting major from Oklahoma State University in
1993, and is licensed as a Certified Public Accountant in Texas and
Oklahoma. Mr. Bradley is not currently serving as a director of
any company with a class of securities registered pursuant to Section 12
of the Exchange Act, subject to the requirements of Section 15(d) of the
Exchange Act or registered as an investment company under the Investment
Company Act of 1940. Mr. Bradley’s principal business address
is 13401 Railway Drive, Oklahoma City, Oklahoma 73114.
|
Captain
Brian T. Costello (ret)
|
47
|
Captain
Costello has over 25 years of leadership and management experience with
extensive knowledge in command, control and
communications. From March 2006 until April 2009, he served as
Captain of the United States Navy as the Wing Commander and Deputy Wing
Commander for Strategic Communications, Wing One, at Tinker Air Force Base
in Oklahoma City. As Wing Commander, he was responsible for the
management of over 1,600 military and civilian personnel, a $120 million
operating budget, and $3.8 billion in assets. Captain Costello
was also responsible for maintaining a Lean/Six Sigma based process
improvement program that focused on cost avoidance, theory, and best
practices. From March 2005 to March 2006, Captain Costello
served as the Assistant Chief of Staff for Plans and Policy for the United
States Navy Central Command and the 5th Fleet of the United States Navy in
Bahrain. From 2002 to 2005, Captain Costello served as Deputy
for Operations for Strategic Communications Wing One at Tinker Air Force
Base. He retired from the United States Navy in April 2009 and
is currently the Principal Accounts Manager of Business
Development/Midwest Region – Government Systems for Rockwell Collins,
Inc. Captain Costello received his bachelor’s of science degree
from the United States Naval Academy in
1983. Captain Costello is not currently serving as
a director of any company with a class of securities registered pursuant
to Section 12 of the Exchange Act, subject to the requirements of Section
15(d) of the Exchange Act or registered as an investment company under the
Investment Company Act of 1940. Captain Costello’s principal
business address is 2501 Liberty Parkway, Suite 650, Midwest City,
Oklahoma 73110.
|
Filing Party
|
Date
|
Buy or Sell
|
No.
of Common 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. Smith and Tiffany Smith
|
10/24/2008
|
Buy
|
1,500 | $ | 1.01 | |||||||
10/30/2008
|
5,000 | $ | 0.85 | |||||||||
11/04/2008
|
100 | $ | 2.63 | |||||||||
11/05/2008
|
600 | $ | 2.51 | |||||||||
73114
Investments, L.L.C.
|
10/27/2008
|
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 | |||||||||
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 | |||||||||
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 | ||||||||
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 | |||||||||
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 | |||||||||
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 | |||||||||
11/10/2008
|
Buy
|
2,500 | $ | 2.35 | ||||||||
Buy
|
800 | $ | 2.55 | |||||||||
11/20/2008
|
Buy
|
487 | $ | 1.34 |
Name
and Address
|
No.
of Shares of
Common
Stock
Beneficially
Owned
(1)
|
Percent
of
Voting
Power
of
Common
Stock
(1)
|
||||||
Donald
E. and Tiffany Smith (2)
c/o
Avalon Correctional Services, Inc.
13401
Railway Drive, Oklahoma City, Oklahoma 73114
|
2,300,095 | 18.7 | % | |||||
Michael
Bradley (3)
c/o
Avalon Correctional Services, Inc.
13401
Railway Drive, Oklahoma City, Oklahoma 73114
|
2,293,895 | 18.6 | % | |||||
Eric
S. Gray (4)
c/o
Avalon Correctional Services, Inc.
13401
Railway Drive, Oklahoma City, Oklahoma 73114
|
2,293,895 | 18.6 | % | |||||
73114
Investments, L.L.C. (5)
c/o
Avalon Correctional Services, Inc.
13401
Railway Drive, Oklahoma City, Oklahoma 73114
|
2,292,895 | 18.6 | % | |||||
Avalon
Correctional Services, Inc. (5)
13401
Railway Drive, Oklahoma City, Oklahoma 73114
|
2,292,895 | 18.6 | % | |||||
Cardinal
Capital Management, LLC (6)
One Greenwich Office
Park, Greenwich, CT 06831
|
1,346,640 | 10.9 | % | |||||
Bank
of America Corporation (7)
NB
Holdings Corporation
BAC
North America Holding Company
BANA
Holding Corporation
Bank
of America, NA
100
N. Tryon St., Floor 25, Bank of America Corporate Center, Charlotte, NC
28255
|
1,188,513 | 9.65 | % | |||||
Columbia
Management Group, LLC (7)
Columbia
Management Advisors, LLC
100
N. Tryon Street, Floor 25, Bank of America Corporate Center, Charlotte,
NC 28255
|
1,180,497 | 9.58 | % |
Zesiger
Capital Group LLC (8)
320
Park Avenue, New York, NY 10022
|
1,096,535 | 8.9 | % | |||||
Palladium
Equity Partners III, L.P. (9)
Palladium
Equity Partners III, L.L.C.
Marcos
A. Rodriguez
Rockefeller
Center, 1270 Avenue of the Americas, New York, NY 10020
|
717,254 | 5.5 | % | |||||
Barclays
Global Investors, NA (10)
Barclays
Global Fund Advisors
400
Howard Street, San Francisco, CA 94105
|
716,421 | 5.8 | % | |||||
William
Blair & Company, L.L.C. (11)
222
W. Adams, Chicago, IL 60606
|
680,240 | 5.5 | % | |||||
Kennedy
Capital Management, Inc. (12)
10829
Olive Boulevard, St. Louis, MO 63141
|
634,823 | 5.2 | % |
(1)
|
The
securities “beneficially owned” by each stockholder are determined as of
the Record Date in accordance with the definition of “beneficial
ownership” set forth in the regulations of the SEC. Accordingly, they may
include securities owned by or for others, including, in the case of an
individual, the spouse and/or minor children of the individual and any
other relative who has the same home as such individual, and may include
securities as to which the stockholder has or shares voting or investment
power or has the right to acquire within 60 days after the Record Date.
Beneficial ownership may be disclaimed as to certain of the
securities.
|
(2)
|
Includes
2,292,895 shares of Common Stock owned by 73114 and 7,200 shares of Common
Stock owned by Donald E. and Tiffany Smith. See note 5
below.
|
(3)
|
Includes
2,292,895 shares of Common Stock owned by 73114 and 1,000 shares of Common
Stock owned by Michael Bradley. See note 5
below.
|
(4)
|
Includes
2,292,895 shares of Common Stock owned by 73114 and 1,000 shares of Common
Stock owned by Eric S. Gray. See note 5
below.
|
(5)
|
Represents
shares of Common Stock owned by 73114. 73114 is a wholly-owned subsidiary
of Avalon Correctional Services. Donald E. Smith is CEO/President Manager
of 73114 and CEO/President of Avalon Correctional Services as well as sole
director of Avalon Correctional Services. Tiffany Smith is Secretary
Manager of 73114 and Vice President and Secretary of Avalon Correctional
Services. The Smiths are husband and wife. Mr. Bradley is Vice
President Manager of 73114 and Chief Financial Officer of Avalon
Correctional Services. Mr. Gray is Vice President Manager of 73114
and Vice President and Corporate Counsel of Avalon Correctional Services.
Messrs. Bradley and Gray disclaim beneficial ownership of the Common Stock
held by 73114. This is based on the Schedule 13D filed with the SEC on
November 10, 2008 and Schedules 13D/A filed with the SEC on
February 13, 2009 and March 2,
2009.
|
(6)
|
Represents
shares of Common Stock indirectly beneficially owned by Cardinal Capital
Management, LLC. This is based on the Schedule 13G/A filed with the SEC on
February 17, 2009.
|
(7)
|
This
is based on the Schedule 13G/A filed with the SEC on February 12,
2009.
|
(8)
|
Represents
shares of Common Stock indirectly beneficially owned by Zesiger Capital
Group LLC. Zesiger Capital Group LLC disclaims beneficial ownership of all
of the shares of Common Stock which are held in discretionary accounts
managed by Zesiger Capital Group LLC. This is based on the Schedule 13G/A
filed with the SEC on February 10,
2009.
|
(9)
|
Represents
shares of Common Stock that may be issued upon the conversion of
Providence’s 6.5% Convertible Senior Subordinated Notes due 2014
beneficially owned by Palladium Equity Partners III, L.P. (“Palladium”).
Palladium Equity Partners III, L.L.C. (“Palladium General”) is the general
partner of Palladium. Mr. Rodriguez is the managing member of
Palladium General. This is based on the Schedule 13G filed with the SEC on
February 14, 2009.
|
(10)
|
The
shares of Common Stock are held in trust accounts for the economic benefit
of the beneficiaries of those accounts. This is based on the Schedule 13G
filed with the SEC on February 5,
2009.
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(11)
|
This
is based on the Schedule 13G/A filed with the SEC on January 12,
2009.
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(12)
|
This
is based on the Schedule 13G filed with the SEC on February 13,
2009.
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Name
|
No.
of shares of
Common
Stock
Beneficially
Owned
(1)
|
Percent
of
Voting
Power
of
Common
Stock
(1)
|
||||||
Michael
N. Deitch (2)
|
150,017 | 1.2 | % | |||||
Fred
Furman (3)
|
173,464 | 1.4 | % | |||||
Fletcher
Jay McCusker (4)
|
216,312 | 1.7 | % | |||||
Craig
A. Norris (5)
|
133,631 | 1.1 | % | |||||
John
Shermyen (6)
|
124,261 | 1.0 | % | |||||
Hunter
Hurst, III (7)
|
64,000 | * | ||||||
Kristi
L. Meints (8)
|
105,429 | * | ||||||
Warren
S. Rustand (9)
|
74,000 | * | ||||||
Richard
Singleton (10)
|
74,000 | * | ||||||
All
directors and executive officers as a group (10
persons)(11)
|
1,134,779 | 8.8 | % |
(1)
|
The
securities “beneficially owned” by an individual are determined as of the
Record Date in accordance with the definition of “beneficial ownership”
set forth in the regulations of the SEC. Accordingly, they may include
securities owned by or for, among others, the spouse and/or minor children
of the individual and any other relative who has the same home as such
individual, as well as other securities as to which the individual has or
shares voting or investment power or has the right to acquire under
outstanding stock options within 60 days after the Record Date. Beneficial
ownership may be disclaimed as to certain of the
securities.
|
(2)
|
Includes
87,160 shares of Common Stock held by Mr. Deitch and 62,857 shares of
Common Stock issuable upon the exercise of options that are exercisable
within 60 days of the Record Date.
|
(3)
|
Includes
87,161 shares of Common Stock held by Mr. Furman and 86,303 shares of
Common Stock issuable upon the exercise of options that are exercisable
within 60 days of the Record
Date.
|
(4)
|
Includes
94,973 shares of Common Stock held by Mr. McCusker and 121,339 shares of
Common Stock issuable upon the exercise of options that are exercisable
within 60 days of the Record Date. Does not include 37,000 shares of
Common Stock held by The Fletcher J. McCusker GRAT for the benefit of Mr.
McCusker’s son, as to which Mr. McCusker disclaims beneficial
ownership.
|
(5)
|
Includes
87,798 shares of Common Stock held by Mr. Norris and 45,833 shares of
Common Stock issuable upon the exercise of options that are exercisable
within 60 days of the Record Date.
|
(6)
|
Includes
106,404 shares of Common Stock held by Mr. Shermyen and 17,857 shares
of Common Stock issuable upon the exercise of options that are exercisable
within 60 days of the Record Date.
|
(7)
|
Includes
34,000 shares of Common Stock held by Mr. Hurst and 30,000 shares of
Common Stock issuable upon the exercise of options that are exercisable
within 60 days of the Record Date.
|
(8)
|
Includes
34,000 shares of Common Stock held by Ms. Meints and 71,429 shares of
Common Stock issuable upon the exercise of options that are exercisable
within 60 days of the Record Date.
|
(9)
|
Includes
34,000 shares of Common Stock held by Mr. Rustand and 40,000 shares
of Common Stock issuable upon the exercise of options that are exercisable
within 60 days of the Record Date.
|
(10)
|
Includes
34,000 shares of Common Stock held by Mr. Singleton and 40,000 shares
of Common Stock issuable upon the exercise of options that are exercisable
within 60 days of the Record
Date.
|
(11)
|
Includes
530,618 shares of Common Stock issuable upon the exercise of options that
are exercisable within 60 days of the Record Date, 4,665 shares of Common
Stock held by the Mary J. Shea Revocable Trust, and 599,496 shares of
Common Stock in the aggregate held by Messrs. Deitch, Furman, McCusker,
Norris, Hurst, Rustand, Shermyen and Singleton, and
Ms. Meints.
|
|
1.
|
If
your shares are registered in your own name, please sign, date and mail
the enclosed [BLUE] proxy card to
D.F. King & Co., Inc. (“D.F. King”), in the postage-paid envelope
provided today.
|
|
2.
|
If
you have previously signed and returned a proxy card to Providence, you
have every right to change your vote. Only your latest dated
card will count. You may revoke any proxy card already sent to
Providence by signing, dating and mailing the enclosed [BLUE] proxy card in the
postage-paid envelope provided. Any proxy may be revoked at any
time prior to the 2009 Annual Meeting by delivering a written notice of
revocation or a later dated proxy for the 2009 Annual Meeting to D.F.
King, or by voting in person at the 2009 Annual
Meeting.
|
|
3.
|
If
your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a [BLUE] proxy card with
respect to your shares and only after receiving your specific
instructions. Accordingly, please sign, date and mail the
enclosed [BLUE]
proxy card in the postage-paid envelope provided, and to ensure that your
shares are voted, you should also contact the person responsible for your
account and give instructions for a [BLUE] proxy card to be
issued representing your shares.
|
|
4.
|
After
signing the enclosed [BLUE] proxy card, do
not sign or return any other proxy card, even as a sign of protest,
because only your latest dated proxy card will be
counted.
|
If
you have any questions, require assistance in submitting your [BLUE] proxy
card,
or
need additional copies of the Committee’s proxy statement materials,
please call
D.F.
King & Co., Inc. at the phone numbers listed below.
D.F.
King & Co., Inc.
48
Wall Street, 22nd Floor
New
York, NY 10005
Stockholders
Call Toll-Free at: (800) 848-3416
Banks
and Brokers Call Collect at: (212)
269-5550
|
Nominees:
-
Michael C. Bradley
-
Captain Brian T. Costello (ret.)
|
FOR
ALL
NOMINEES
|
WITHHOLD
AUTHORITY
TO
VOTE
FOR ALL
NOMINEE(S)
|
FOR
ALL
EXCEPT
NOMINEES
WRITTEN
BELOW
|
|
¨
|
¨
|
¨
|
For | Against |
Abstain
|
|
|
¨
|
¨
|
¨
|
Date:
_________________, 2009
|
|
Signature:
|
___________________________________________
|
Signature
(if held jointly):
|
___________________________________________
|
Title(s):
|
___________________________________________
|