-----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, MGHmbDVVa9vqFpKxWA7BjVHenF2MnCaUyVG28Un9ZYNw8uYJswq0LTJXdx4y9pbf Y3NyShyD443jTSk7e7gmTQ== 0000950128-04-000196.txt : 20040305 0000950128-04-000196.hdr.sgml : 20040305 20040305104313 ACCESSION NUMBER: 0000950128-04-000196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040227 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040305 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: 04650663 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 j0616401e8vk.txt MICHAEL BAKER CORP. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2004 MICHAEL BAKER CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (Exact Name of Registrant as Specified in its Charter) PENNSYLVANIA (State or Other Jurisdiction of Incorporation) 33-14058 25-0927646 (Commission File Number) (IRS Employer Identification No.) AIRSIDE BUSINESS PARK, 100 AIRSIDE DRIVE, MOON TOWNSHIP, PA 15108 (Address of Principal Executive Offices) (412) 269-6300 (Registrant's Telephone Number Including Area Code) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On February 27, 2004, the Michael Baker Corporation Employee Stock Ownership Plan (the "Michael Baker ESOP") changed its auditors for year-end 2003. The Michael Baker ESOP Committee approved the dismissal of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as the independent public accountants for the Michael Baker ESOP and appointed Schneider Downs & Co., Inc. as the independent public accountants for the Michael Baker ESOP for the fiscal year ended December 31, 2003. PricewaterhouseCoopers' audit reports on the Michael Baker ESOP's financial statements for each of the past two fiscal years ended December 31, 2002 and December 31, 2001 did not contain any adverse opinions or disclaimers of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years ended December 31, 2002 and December 31, 2001, and through February 27, 2004, there were no disagreements with PricewaterhouseCoopers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to PricewaterhouseCoopers' satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with the audit reports of the Michael Baker ESOP's financial statements for such years. During the two most recent fiscal years ended December 31, 2002 and December 31, 2001, and through February 27, 2004, there were no reportable events as described under Item 304(a) (i) (v) of Regulation S-K. We provided PricewaterhouseCoopers with a copy of the foregoing disclosures and requested from them a letter indicating whether they agree with these disclosures. A copy of their letter dated March 4, 2004 is attached as Exhibit 16. During the two most recent fiscal years ended December 31, 2002 and December 31, 2001, and through the date hereof, the Michael Baker ESOP did not consult Schneider Downs & Co., Inc. with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any other matters or reportable events as set forth in Items 304 (a) (2) (i) and (ii) of Regulation S-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not Applicable (b) Not Applicable (c) Exhibits. Exhibit 16 Letter of PricewaterhouseCoopers LLP regarding change in certifying accountants. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICHAEL BAKER CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (Registrant) By: /s/ Craig O. Stuver -------------------------------- Craig O. Stuver Senior Vice President, Corporate Controller and Treasurer of Michael Baker Corporation, the Plan Sponsor Date: March 5, 2004 EXHIBIT INDEX (Pursuant to Item 601 of Regulation S-X) EXHIBIT NUMBER DESCRIPTION AND METHOD OF FILING - ------- -------------------------------- 16 Letter of PricewaterhouseCoopers LLP regarding change in certifying accountants, filed herewith. EX-16 3 j0616401exv16.txt EXHIBIT 16 Exhibit 16 March 4, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Michael Baker Corporation Employee Stock Ownership Plan (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated February 27, 2004. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----