Avalon Encourages Providence to Add Shareholder Representation to the Board
20 April 2009 - 11:00PM
PR Newswire (US)
OKLAHOMA CITY, April 20 /PRNewswire-FirstCall/ -- The Providence
Committee for Accountability (the "Committee") and Donald E. Smith,
Chairman and CEO of Avalon Correctional Services, Inc. (Pink
Sheets: CITY), a leading provider of community corrections
programs, and the largest shareholder of Providence Service
Corporation (the "Company), (NASDAQ:PRSC), urged the Providence
Board of Directors ("the Board") to add representation to the
Board. The Committee noted that the Board implemented by-law
changes in November of 2008 that hindered shareholder input. After
spending $300,000 in legal fees, the Board unanimously reversed
many of those changes when faced with a shareholder consent
solicitation initiated by the Committee. The Committee is concerned
about the Company's apparent opposition to shareholder
representation on the Board and the wasting by the Company
corporate funds by continuing to oppose basic shareholder
representation on the Board. The Committee is disappointed by the
inaccurate statements in the Company's most recent press release
regarding settlement discussions between the parties and the
Committee's proposal for resolving any proxy contest. Omitted from
the Company's press release is any mention of the twenty-five (25)
terms and conditions demanded by Providence which, among others,
included giving the existing Company management voting control of
the Committee's shares in Director elections for the next three (3)
years, the Committee's dropping all claims of malfeasance, if any,
that have been committed by the Board and the Company's officers,
withdrawing the Committee's legitimate requests for Board of
Directors and Committee minutes and prohibiting the Committee from
communicating with any other shareholders. These were the
provisions rejected by the Committee. Committee member Don Smith
said, "We were surprised to hear from the Company after months of
attempting to contact them, with no response, however I was
contacted by Providence's CEO, Fletcher McCusker, late last week to
discuss a settlement. We held limited telephone discussions and I
proposed that we would consider withdrawing our proxy solicitation
if Providence's Board would add a specifically named shareholder
representative unrelated to Avalon, to provide much needed
independence and representation of shareholders interests. We later
received a settlement proposal from the Company that in no way
represented our discussions. Providence's proposal required the
Committee to agree to twenty-five (25) items, including giving the
Board the voting rights of all shares for three (3) years, and
prohibiting any communication with other shareholders. In exchange,
Providence offered to "work in good faith to identify a new
director" within ninety (90) days. It appeared to me that we were
making progress with our discussions, but the proposal bore no
relationship to our discussions. Despite the baseless, negative
comments that Providence has made about Avalon, the Committee, and
its representatives, our focus continues to be on the need to have
a Board that represents shareholder interests. We will not divert
our attention from enhancing shareholder value for ALL
shareholders." The Providence Committee for Accountability consists
of 73114 Investments, L.L.C., Donald E. Smith, Tiffany Smith,
Michael Bradley, Eric Gray and Avalon Correctional Services, Inc
(Pink Sheets: CITY.PK). The Committee members collectively hold
18.7% of the Providence common stock. Safe Harbor Statement
Information in this news release contains forward-looking
statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. For these statements, we claim the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are only predictions or statements
of current plans that are constantly under review by the Company.
These forward-looking statements involve risks, uncertainties and
assumptions and such statements are qualified by important factors
that may cause actual results to differ materially from those
expressed in the forward-looking statements. The Company has no
obligation to update or revise these forward-looking statements to
reflect the occurrence of future events or circumstances.
DATASOURCE: Avalon Correctional Services, Inc. CONTACT: Tiffany
Smith of Avalon Correctional Services, Inc., 1-800-919-9113 Web
Site: http://www.avaloncorrections.com/
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