-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GOkTzwkfRqyE7topUooeu4YIvnV62kd9e//cfjf95Qo/TPgFliX4jPZVG0ZQBG5Y CWZG9vt6+tJXpNv8X8/OKw== 0000950128-03-000646.txt : 20030514 0000950128-03-000646.hdr.sgml : 20030514 20030514155818 ACCESSION NUMBER: 0000950128-03-000646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030514 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAKER MICHAEL CORP CENTRAL INDEX KEY: 0000009263 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 250927646 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06627 FILM NUMBER: 03699133 BUSINESS ADDRESS: STREET 1: AIRPORT OFFICE PARK BLDG 3 STREET 2: 420 ROUSER RD CITY: CORAOPOLIS STATE: PA ZIP: 15108 BUSINESS PHONE: 4122696300 MAIL ADDRESS: STREET 1: P O BOX 12259 CITY: PITTSBURGH STATE: PA ZIP: 15231-0259 FORMER COMPANY: FORMER CONFORMED NAME: EUTHENICS SYSTEMS CORP DATE OF NAME CHANGE: 19750527 FORMER COMPANY: FORMER CONFORMED NAME: BAKER MICHAEL JR INC DATE OF NAME CHANGE: 19720526 8-K 1 j0104501e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: MAY 14, 2003 MICHAEL BAKER CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-6627 25-0927646 (State or Other (Commission (IRS Employer Jurisdiction of incorporation) File Number) Identification Number) AIRSIDE BUSINESS PARK 100 AIRSIDE DRIVE MOON TOWNSHIP, PENNSYLVANIA 15108 (Address of Principal Executive Offices) (412) 269-6300 (Registrant's Telephone Number, including Area Code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibit is filed with this report on Form 8-K: Exhibit No. Description - ----------- ----------- 99.1 Press release issued May 13, 2003. ITEM 9. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The information contained in this Item 9 is being furnished pursuant to Item 12 of Form 8-K, "Results of Operations and Financial Condition," in accordance with the interim guidance provided by the Securities and Exchange Commission in Release No. 33-8216 issued March 27, 2003. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 13, 2003, Michael Baker Corporation (the "Company") issued a press release reporting that the Company would release its first quarter 2003 financial results on May 27, 2003. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICHAEL BAKER CORPORATION By: /s/ William P. Mooney ----------------------------------- Executive Vice President and Chief Financial Officer Date: May 14, 2003 EXHIBIT INDEX Number Description Method of Filing - ------ ----------- ---------------- 99.1 Press release dated May 13, 2003 Filed herewith EX-99.1 3 j0104501exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 ------------ BAKER N E W S R E L E A S E - ------------------------------------------------------------------------------- CONTACT: David Higie PHONE: (412) 269-6449 RELEASE: Immediate (May 13, 2003) BAKER TO ANNOUNCE FIRST QUARTER 2003 FINANCIAL RESULTS ON MAY 27 PITTSBURGH -- Michael Baker Corporation (AMEX:BKR) announced today that it will release its 2003 first quarter financial results following the market close on Tuesday, May 27, and hold its conference call and webcast to discuss the results at 10:00 a.m. EDT on Thursday, May 29. In this connection, the company will be notifying the Securities and Exchange Commission that it needs additional time to file its Form 10-Q for the 2003 first quarter. This extra time is required by the company to ensure the accuracy and quality of the financial information being provided by its newly-implemented information systems. Based on information available to date, the company expects to report net income below the $1.7 million reported in the 2002 first quarter. This earnings shortfall is due to the overall mix of project work in the Energy segment, which is yielding lower than expected margins; higher occupancy costs and related relocation expenses for the company's largest office facility, which also includes its headquarters, near Pittsburgh; and the costs associated with the infrastructure and amortization of the new information systems. Additionally, as the company noted in its 2002 Annual Report to Shareholders, it expected that its short-term liquidity during the first half of 2003 would be impacted by changes in its billing process related to the implementation of the new information systems. Accordingly, the company recently secured an additional $5.0 million, 90-day credit facility in order to maintain liquidity. Michael Baker Corporation (www.mbakercorp.com) provides engineering and energy expertise for public and private sector clients worldwide. The firm's primary services include engineering design for the transportation and civil infrastructure markets, operation and maintenance of oil and gas production facilities, architecture, environmental services, and construction management for building and transportation projects. Baker has more than 4,200 employees in over 30 offices across the United States and internationally. # # # # -----END PRIVACY-ENHANCED MESSAGE-----