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)
o
|
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) o
|
6.
|
Citizenship
or Place of Organization: Oklahoma, United States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
|
0
|
|
8.
|
Shared
Voting Power
|
2,292,895
|
||
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) o
|
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
10 Pages
|
1.
|
Names
of Reporting Persons: Avalon Correctional Services,
Inc.
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
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) o
|
6.
|
Citizenship
or Place of Organization: Oklahoma, United States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
|
0
|
|
8.
|
Shared
Voting Power
|
2,292,895
|
||
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) o
|
13.
|
Percent
of Class Represented by Amount in Row 11: 18.6%
|
14.
|
Type
of Reporting Person (See Instructions): CO
|
Schedule
13D
|
Page 3 of
10 Pages
|
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)
o
|
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) o
|
6.
|
Citizenship
or Place of Organization: United States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
|
7,200
|
|
8.
|
Shared
Voting Power
|
2,292,895
|
||
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) o
|
13.
|
Percent
of Class Represented by Amount in Row 11: 18.7%
|
14.
|
Type
of Reporting Person (See Instructions): IN
|
Schedule
13D
|
Page 4 of
10 Pages
|
1.
|
Names
of Reporting Persons: Michael Bradley
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
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) o
|
6.
|
Citizenship
or Place of Organization: United States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
|
1,000
|
|
8.
|
Shared
Voting Power
|
2,292,895
|
||
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) o
|
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
10 Pages
|
1.
|
Names
of Reporting Persons: Eric S. Gray
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
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) o
|
6.
|
Citizenship
or Place of Organization: United States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
|
1,000
|
|
8.
|
Shared
Voting Power
|
2,292,895
|
||
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) o
|
13.
|
Percent
of Class Represented by Amount in Row 11: 18.6%
|
14.
|
Type
of Reporting Person (See Instructions): IN
|
Schedule
13D
|
Page 6 of
10 Pages
|
Item
4.
|
Purpose
of Transaction
|
Item
5.
|
Interest
in Securities of the Issuer
|
Schedule
13D
|
Page 7 of
10 Pages
|
Item
7.
|
Material
to Be Filed as Exhibits
|
|
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.*
|
|
2.
|
Letter
from 73114 Investments, L.L.C. to The Providence Service Corporation dated
January 22, 2009.*
|
|
3.
|
Letter
from 73114 Investments, L.L.C. to The Providence Service Corporation dated
January 22, 2009.*
|
|
4.
|
Press
Release dated February 27, 2009, by The Providence Committee for
Accountability.
|
Date: February 27,
2009
|
/s/ Donald E. Smith
|
|
Donald
E. Smith, for himself and as attorney-in-fact
for
Tiffany Smith, Eric S. Gray and Michael Bradley
|
||
73114
Investments, L.L.C.
|
||
By:
|
/s/ Donald E. Smith
|
|
Donald
E. Smith, Chief Executive Officer
|
||
Avalon
Correctional Services, Inc.
|
||
By:
|
/s/ Donald E. Smith
|
|
Donald
E. Smith, Chief Executive
Officer
|
Schedule
13D
|
Page 8 of
10 Pages
|
|
·
|
Eliminate
the “poison pill”.
|
|
·
|
Eliminate
the staggered Board to allow all Board members to stand for election each
year.
|
|
·
|
Separate
the CEO position from the Chairman of the Board
position.
|
|
·
|
Eliminate
“Golden Parachutes”.
|
|
·
|
Add
shareholder representation on the
Board.
|
|
·
|
Require
two-thirds of the Board members to be
independent.
|
Schedule
13D
|
Page 9 of
10 Pages
|
|
·
|
Allow
only one employee to be a member of the
Board.
|
|
·
|
Require
all members of the Audit, Compensation, and Governance Committees to be
independent.
|
|
·
|
Adopt
a stock holding period for
executives.
|
Schedule
13D
|
Page 10 of
10 Pages
|