PROXY Governance and Glass Lewis Recommend That Stockholders Vote the White Proxy...

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Mon Jun 1, 2009 3:18pm EDT

PROXY Governance and Glass Lewis Recommend That Stockholders Vote the White
Proxy Card in Support of All Providence Nominees

Governance Firms Question the Experience of the Avalon Group's Nominees

TUCSON, Ariz., June 1 /PRNewswire-FirstCall/ -- The Providence Service
Corporation (Nasdaq: PRSC) today announced that two of the nation's leading
independent proxy advisory services, PROXY Governance, Inc. and Glass Lewis &
Co., have issued recommendations to their clients that stockholders vote for
Providence's Board of Directors nominees, Fletcher Jay McCusker and Kristi L.
Meints, at the Company's annual meeting of stockholders to be held on June 15,
2009.  The governance firms' clients include institutional investors, mutual
funds, pension funds and other fiduciaries.

In its report recommending that stockholders vote with Providence's management
for the director nominees, PROXY Governance, Inc. stated:

"Our analysis of the two competing slates of director nominees further compels
us to support management, whose nominees for the 2009 annual meeting offer the
depth and applicability of experience necessary to continue to lead the
company. . . [W]e do not believe the dissident nominees have sufficient
industry and board expertise to outweigh the loss of the two directors
targeted by the proxy contest. Moreover, the board's recent appointment of
[Terence J. Cryan] demonstrates both an openness to strengthening the board
with highly-experienced and appropriate new independent directors, and to
seeking out shareholder input with regard to the board's composition."

In its report, PROXY Governance also commented on the success of the
Providence Board in responding to the numerous challenges that Providence
faced over the past year. The PROXY Governance report stated:

". . . [W]e recognize that the board did ultimately follow a prudent and
well-thought-out response to the economic risks the company faced, and appears
to have pulled the company back from the brink. We therefore believe that
shareholders would best be served by the re-election of the better qualified
and experienced management nominees."

In addition to recommending that stockholders vote with Providence's
management for the director nominees, the PROXY Governance report noted the
following:

With respect to Providence's executive compensation:

"The company's executive compensation appears reasonable given its financial
performance relative to peers."

With respect to Providence's performance:

"According to PROXY Governance's performance analysis, the company has
performed in line with peers over the past five years; the company ranks at
the 28th percentile relative to the S&P 1500."

In recommending that stockholders vote with Providence's management for the
director nominees, Glass Lewis noted that investors should be concerned
regarding the experience and intentions of the Avalon Group and its nominees
and that it did not believe that the Avalon Group's nominees are the right
individuals to effect change at Providence given the affiliation of the Avalon
Group's nominees with Avalon Correctional Services and its chief executive
officer, sole director and controlling stockholder, Donald E. Smith.

The Glass Lewis report also commented on the one-sided transaction proposal
made by the Avalon Group to Providence last November. That proposal, if
accepted, would have facilitated the ability of the Avalon Group, with a
proposed investment of potentially less than $1.0 million, to (1) immediately
raise their aggregate voting interest in Providence from 18.6% to almost 25%,
(2) obtain the ability, without further investment and in their sole
discretion, to subsequently increase both their voting and their ownership
interest in Providence to over 33%, and (3) in the interim, secure for
themselves a greater than 42% annual dividend yield. The Providence Board,
after due consideration, rejected such a one-sided proposal as not being in
the best interests of ALL stockholders and being very detrimental to the
interests of all stockholders of Providence other than the Avalon Group. The
Glass Lewis report stated: 

"The Avalon Group has pursued this proxy contest largely in response to the
board's unwillingness to enter into an investment agreement that the board
determined would not have been in the interests of all shareholders.  . .
.[I]n our opinion, the board acted responsibly with respect to the Dissident's
proposal."

"We are pleased that these well-respected, independent third party advisors
have carefully reviewed the voting alternatives and recommend that
stockholders vote for Providence's director nominees," said Fletcher Jay
McCusker, Providence's Chairman and CEO.

To protect the value of their investment, Providence strongly recommends that
all stockholders vote for their Board's highly qualified nominees on the WHITE
proxy card TODAY--by telephone, Internet, or by signing, dating and returning
the WHITE proxy card.  Stockholders that need assistance in voting their
shares or have any questions are urged to call Providence's proxy solicitor,
Innisfree M&A Incorporated, toll-free at 888-750-5834.

Important Information

On May 5, 2009, The Providence Service Corporation (the "Company") began the
process of mailing its definitive proxy statement, together with a WHITE proxy
card.  Providence's stockholders are strongly urged to read Providence's
definitive proxy statement as it contains important information. Stockholders
may obtain an additional copy of Providence's definitive proxy statement and
any other documents filed by Providence with the Securities and Exchange
Commission for free at the SEC's website at http://www.sec.gov and the
Company's website at http://www.provcorp.com. In addition, copies of
Providence's proxy materials may be requested by contacting Providence's proxy
solicitor, Innisfree M&A Incorporated, at (888) 750-5834. Detailed information
regarding the names, affiliations and interests of individuals who are
participants in the solicitation of proxies of Providence's stockholders is
available in Providence's definitive proxy statement filed with the SEC on May
1, 2009.

About Providence

The Providence Service Corporation, through its owned and managed entities,
provides home and community based social services and non-emergency
transportation services management to government sponsored clients under
programs such as welfare, juvenile justice, Medicaid and corrections.
Providence does not own or operate beds, treatment facilities, hospitals or
group homes, preferring to provide services in the client's own home or other
community setting.  The Company provides a range of services through its
direct and managed entities to over 81,000 clients through 1,019 contracts at
March 31, 2009, with an estimated 6.7 million individuals eligible to receive
the Company's non-emergency transportation services related to its LogistiCare
operations.  Combined, the Company has a nearly $1 billion book of business
including managed entities.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Words such as "believe,"
"demonstrate," "expect," "estimate," "anticipate," "should" and "likely" and
similar expressions identify forward-looking statements.  In addition,
statements that are not historical should also be considered forward-looking
statements. Readers are cautioned not to place undue reliance on those
forward-looking statements, which speak only as of the date the statement was
made. Such forward-looking statements are based on current expectations that
involve a number of known and unknown risks, uncertainties and other factors
which may cause actual events to be materially different from those expressed
or implied by such forward-looking statements. These factors include, but are
not limited to the global credit crisis, capital market conditions, and other
risks detailed in Providence's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2008. Providence is under no obligation to (and expressly
disclaims any such obligation to) update any of the information in this press
release if any forward-looking statement later turns out to be inaccurate
whether as a result of new information, future events or otherwise.  


SOURCE  The Providence Service Corporation

Fletcher McCusker - Chairman and CEO, or Kate Blute - Director of Investor and
Public Relations, both of The Providence Service Corporation, +1-520-747-6600;
or Alison Ziegler of Cameron Associates, +1-212-554-5469, for The Providence
Service Corporation
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