-----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, ErDxRc1h0MCyni9IK3LbUn0Oq440iJ45U0C/sXl+qG3cHF8i9uLa59M2kXfnLtpk RPWOUhUe0McYjIjHTF1IXA== 0000950152-05-009439.txt : 20051121 0000950152-05-009439.hdr.sgml : 20051121 20051121152524 ACCESSION NUMBER: 0000950152-05-009439 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051117 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 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: 051217862 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 j1679201e8vk.txt MICHAEL BAKER CORPORATION 8-K UNITED STATES 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) November 17, 2005 ------------------------------- MICHAEL BAKER CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) PENNSYLVANIA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-6627 25-0927646 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 100 AIRSIDE DRIVE MOON TOWNSHIP, PENNSYLVANIA 15108 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (412) 269-6300 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 2 -- FINANCIAL INFORMATION ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The following information is being furnished pursuant to Item 2.02 of Form 8-K, "Results of Operations and Financial Condition". 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 November 17, 2005, Michael Baker Corporation (the "Company") issued a press release reporting the Company's preliminary financial results for the nine-month period ended September 30, 2005. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference. SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. 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 November 17, 2005
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: November 21, 2005 EXHIBIT INDEX
Number Description Method of Filing - ------ ----------- ---------------- 99.1 Press release dated November 17, 2005 Filed herewith
EX-99.1 2 j1679201exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 (BAKER LOGO) - -------------------------------------------------------------------------------- NEWS RELEASE CONTACT: David Higie PHONE: (412) 269-6449 RELEASE: Immediate (Nov. 17, 2005) BAKER REPORTS PRELIMINARY FINANCIAL RESULTS FOR FIRST NINE MONTHS OF 2005; REVENUES INCREASE APPROXIMATELY TEN PERCENT PITTSBURGH -- Michael Baker Corporation (the "Company") (Amex:BKR) today reported its preliminary and unaudited financial results for the first nine months of 2005 compared to the actual and reported results, prior to any restatement, for the same period in 2004. The Company is providing these preliminary results in an effort to keep its shareholders informed about the performance of the Company while it works to complete its delayed filings with the Securities and Exchange Commission for its Quarterly Report on Form 10-Q for the second quarter ending June 30, 2005, and its Quarterly Report on Form 10-Q for the period ending Sept. 30, 2005. The Company previously disclosed in a news release dated August 10, 2005, that its Form 10-Q for the second quarter would be delayed and the reasons for the delay. For the first nine months of 2005, the Company's total contract revenues were approximately $435 million and diluted net income per share is expected to be in the range of $1.05 to $1.15. This compares to total contract revenues of $396 million and earnings per diluted common share of $1.18 for the first three quarters of 2004. Revenues in the engineering business increased approximately 16 percent from the year-ago nine-month period, while revenues in the energy business were basically equal to the first nine months of 2004. The Company had a charge of approximately three cents per diluted common share for goodwill impairment and damage to assets owned by an unconsolidated subsidiary as a result of the hurricanes in the Gulf of Mexico during the third quarter. The Company had a cash balance of approximately $20 million at September 30, 2005, compared to $15 million on December 31, 2004. The Company cautions that all of these results are preliminary and subject to change, possibly materially, following the completion and analysis of the year-to-date financial statements for 2005, and the potential for the restatement of the financial statements for the fiscal years ending December 31, 2004, 2003 and 2002. After the completion of additional analysis, the Company believes that the magnitude of any necessary adjustments, if not restated in these prior periods, could have a significant material impact on the Company's financial statements for the first nine months of 2005. In addition, because the Company has not yet reported its results for the quarters ended June 30, 2005, or September 30, 2005, these periods remain open to the potential effect of subsequent events which may occur after the current date and before the Company reports its results for such periods. Finally, the Company reiterates that the above preliminary and unaudited financial information does not represent all of the information that would normally be included in a Quarterly Report on Form 10-Q with respect to the Company's financial results. - more - ADD ONE - BAKER REPORTS PRELIMINARY FINANCIAL RESULTS Michael Baker Corporation (Amex:BKR) provides engineering and operations and maintenance services for its clients' most complex challenges worldwide. The firm's primary practice areas are aviation, environmental, facilities, geospatial information technologies, linear utilities, transportation, water/wastewater, and oil & gas. With more than 4,500 employees in over 40 offices across the United States and internationally, Baker is focused on providing services that span the complete life cycle of infrastructure and managed asset projects. (The above information includes certain forward-looking statements concerning future operations and performance of the Company. Forward looking statements are subject to market, operating and economic risks and uncertainties that may cause the Company's actual results in future periods to be materially different from the performance suggested above. Factors that may cause such differences include, among others: increased competition; increased costs; changes in general market conditions; changes in industry trends; changes in the regulatory environment; changes in the Company's relationship and/or contracts with FEMA; changes in anticipated levels of government spending on infrastructure, including TEA-21; changes in loan relationships or sources of financing; changes in management; changes in information systems; and costs to comply with the requirements of the Sarbanes-Oxley Act of 2002; late SEC filings; and the possibility for restatement of financial results. Such forward-looking statements are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.) # # # # -----END PRIVACY-ENHANCED MESSAGE-----