o Preliminary
Proxy Statement
|
¨ Confidential,
for use of the Commission
|
x Definitive
Proxy Statement
|
only
(as permitted by Rule 14a-6(e)(2))
|
x
|
No
fee required.
|
¨
|
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:
|
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(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:
|
|
(4)
|
Date
Filed:
|
|
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 could
provide better oversight for acquisitions and
dispositions.
|
·
|
We question the degree of the Board’s
independence.
|
|
·
|
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 | 9.7 | % | |||||
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 | 9.6 | % | |||||
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 19, 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.
|
(11)
|
This
is based on the Schedule 13G/A filed with the SEC on January 12,
2009.
|
(12)
|
This
is based on the Schedule 13G filed with the SEC on February 13,
2009.
|
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 | 1.3 | % | |||||
Fletcher
Jay McCusker (4)
|
216,312 | 1.7 | % | |||||
Craig
A. Norris (5)
|
133,631 | 1.0 | % | |||||
John
Shermyen (6)
|
124,261 | * | ||||||
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 | 8.5 | % |
*
|
Less
than 1%.
|
(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:
|
FOR
ALL
|
WITHHOLD
|
FOR
ALL
|
-
Michael C.
|
NOMINEES
|
AUTHORITY
TO
|
EXCEPT
|
Bradley
|
VOTE
FOR ALL
|
NOMINEES
|
|
-
Captain Brian T.
|
NOMINEE(S)
|
WRITTEN
|
|
Costello
(ret.)
|
BELOW
|
||
o
|
o
|
o
|
For
|
Against
|
Abstain
|
|
¨
|
¨
|
¨
|
Date:
_________________, 2009
|
||
Signature:
|
|
|
Signature
(if held jointly):
|
|
|
Title(s):
|
|
|