SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 1)

Michael Baker Corporation

(Name of Subject Company)

Michael Baker Corporation

(Name of Person Filing Statement)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

057149106

(CUSIP Number of Class of Securities)

H. James McKnight

Executive Vice President, Chief Legal Officer and Corporate Secretary

Airside Business Park

100 Airside Drive

Moon Township, Pennsylvania 15108

(412) 269-6300

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of person filing statement)

Copy to:

Michael C. McLean, Esq.

Kristen L. Stewart, Esq.

K&L Gates LLP

K&L Gates Center

210 Sixth Avenue

Pittsburgh, Pennsylvania 15222-2613

(412) 355-6458

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 amends and supplements Items 6 and 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2013, by Michael Baker Corporation, a Pennsylvania corporation (“Baker”), as amended or supplemented from time to time (the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by CDL Acquisition Co. Inc., a Pennsylvania corporation (“Merger Sub”) and a wholly-owned subsidiary of Integrated Mission Solutions, LLC, a Delaware limited liability company (“IMS”), to purchase all of the outstanding shares of Baker’s common capital stock, at a price per share of $40.50, net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 9, 2013, and the related Letter of Transmittal, as each may be amended or supplemented from time to time, and as more fully described in a Tender Offer Statement on Schedule TO filed by Merger Sub and IMS with the SEC on September 9, 2013.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant items in this Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.

Item 6. Interest in Securities of the Subject Company

Item 6 of the Schedule 14D-9 is hereby amended by restating the section in its entirety as follows:

Other than in the ordinary course of business in connection with Baker’s employee benefit plans, no transactions with respect to the Shares have been effected by Baker or, to the knowledge of Baker, by any of its executive officers, directors, affiliates or subsidiaries during the past 60 days, except for the following transactions:

Name of Person	Transaction Date		Number of Shares		Price Per Share if applicable		Nature of Transaction
Nicholas P. Constantakis, CPA		September 12, 2013		1,400	$	—		(1)
Nicholas P. Constantakis, CPA		September 16, 2013		600	$	—		(2)
David N. Wormley, Ph.D.		September 17, 2013		3,000	$	—		(3)
Pamela S. Pierce		September 18, 2013		500	$	—		(4)

(1) On September 12, 2013, Mr. Constantakis’ spouse gifted 1,400 Shares to a charitable organization.

(2) On September 16, 2013, Mr. Constantakis’ spouse gifted 600 Shares to a charitable organization.

(3) On September 17, 2013, Dr. Wormley gifted 3,000 Shares to a charitable organization.

(4) On September 18, 2013, Ms. Pierce gifted 500 Shares to a charitable organization.

Baker has been advised that certain Shares currently held by certain directors may be gifted to not-for-profit organizations prior to the closing of the Offer, and in such event, such transactions will be reported in a separate amendment to this Schedule 14D-9.

Item 9. Exhibits

Item 9 of the Schedule 14-D9 is hereby amended and supplemented by adding the following exhibits:

Exhibit No.	Exhibit Name
(a)(5)(H)	Notice to Michael Baker Corporation directors and executive officers regarding blackout period, dated September 17, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Michael Baker Corporation with the Securities and Exchange Commission on September 17, 2013).
(a)(5)(I)*	PowerPoint slides contained in a presentation made to employees on September 19, 2013 titled “Integrated Mission Solutions (IMS)/Baker Transaction Considerations for Employee Shareholders, Disposition of Shares & Dividends for Employees: Baker 401(k) Plan & Employee Stock Purchase Program (ESPP).”

* Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MICHAEL BAKER CORPORATION
By:	/s/ Michael J. Zugay
Name:	Michael J. Zugay
Title	Office of the Chief Executive
	Executive Vice President, Chief Financial
	Officer and Chief Administrative Officer
By:	/s/ H. James McKnight
Name:	H. James McKnight
Title	Office of the Chief Executive
	Executive Vice President, Chief Legal
	Officer and Corporate Secretary

Dated September 18, 2013

EX-99.(A)(5)(I)

Disposition of Shares & Dividends for Employees:

Baker 401(k) Plan &

Employee Stock Purchase Program (ESPP)

Exhibit (a)(5)(I)

Integrated Mission Solutions (IMS)/Baker Transaction

Considerations for Employee Shareholders

Agenda

Expected Outcomes

Basic Facts Concerning the Transaction

Share Disposition –

401(k) & ESPP

Final Dividend Payment & Disposition –

401(k)

& ESPP

Additional Thoughts and Reminders

Summary of Outcomes

What to Do Next

2

Legal Disclosure –

Additional Information

This presentation is not an offer to purchase or a solicitation of an offer to sell securities of

Baker. On September 9, 2013, Integrated Mission Solutions (IMS) filed with the Securities

and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO (the

“Schedule TO”) and Michael Baker Corporation (“Baker”) filed with the SEC a

Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9)

regarding the tender offer by IMS for all  of the outstanding shares of common stock of

Baker.  On September 9, 2013, IMS mailed to Baker’s shareholders the Schedule TO, which

included an offer to purchase and related materials (including materials specifically related

to participants in Baker’s 401(k) Plan), and Baker mailed to its shareholders Schedule 14D-9,

with respect to the tender offer. Baker shareholders are urged to read these materials (and

any

amendments

or

updates

thereto)

carefully,

since

they

contain

important

information,

including the terms and conditions of the offer, that Baker shareholders should consider

before tendering their shares. Baker shareholders may obtain a free copy of these materials

and other documents filed by IMS or Baker with the SEC at the website maintained by the

SEC

at

www.sec.gov.

These

materials

also

may

be

obtained

for

free

by

contacting

Georgeson, Inc. the information agent in the tender offer, at (888) 666-2580.

3

Cautionary Note with Respect to Forward-

Looking Statements

This presentation contains forward–looking statements with respect to the tender offer

and related transactions, including the expected timing of the completion of the tender

offer

and

related

transactions.

When

used

in

this

presentation,

the

words

“can”,

“will”,

“intends”, “expects”, “is expected”, similar expressions and any other statements that are

not historical facts are intended to identify those assertions as forward-looking statements.

Such statements are based on a number of factors that could ultimately prove inaccurate,

and are subject to a number of risk factors, including uncertainties regarding the timing of

the

closing

of

the

transaction

and

the

risk

that

the

transaction

will

not

close.

Factors

that

could cause actual results to differ materially include the following: the risk that a majority

of Baker shares are not tendered in the tender offer, the risk that Baker experiences a

material adverse change giving IMS the right not to close the transaction, the risk that IMS

is unable to close on its financing and the risk that Baker’s business will suffer due to

uncertainty related to the transaction, the competitive environment in our industry and

competitive responses to the transaction. Baker does not assume any obligation to update

any forward-looking statement, whether as a result of new information, future events or

otherwise. Further information on factors that could affect Baker’s financial results is

provided in documents filed by Baker with the SEC, including Baker’s recent filings on Form

10-Q and Form 10-K.

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Expected Outcomes

Understanding the Objectives

Expected Outcomes

Understand some key facts related to the

IMS/Baker transaction.

Be aware of how shares and dividends will be

managed in the 401(k) Plan and the ESPP.

Be aware of what actions an employee may

want to conduct as a result of the transaction.

Employees should be better prepared to ask

questions and to know who to go to for

answers.

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Basic Facts Concerning the Transaction

Who, What and When

•

This presentation assumes this transaction will close

sometime in the 4

th

Quarter 2013

Transaction Facts

“Tender Offer”

initiated by CDL Acquisition, a

wholly owned subsidiary of IMS, to purchase

all the shares of Michael Baker Corporation,

followed by a merger.

IMS is an affiliate of D.C. Capital Partners.

2,000 employees.

Service provider to the Federal Government.

Combined companies will have 5,000

employees and revenue of > $1B.

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Transaction Facts

Offering price -

$40.50 per share.

Expected closing –

start of 4Q 2013.

After the closing Baker will no longer be a

publicly traded company.

For at least three years, Baker to retain its

name and identity.

Headquarters to remain in Pittsburgh.

Maintain salaries and benefits –

1 year.

Organization & staffing essentially kept intact

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Share Disposition

What will happen to my stock in the 401(k) Plan and

the Employee Stock Purchase Program (ESPP)?

Share Disposition –

401(k) Plan

Previously 25% of Baker’s 401(k) match was in

the form of Baker stock.

Providing stock as part of the match was

discontinued effective August 26, 2013.

Starting with the pay of September 6, 2013,

the 401(k) match will be 100% in cash

allocated to the employee’s chosen

investment elections.

Done in advance of the transaction to

facilitate liquidation of shares.

11

Share Disposition –

401(k) Plan

Letters have been mailed by T. Rowe Price

(TRP), as Trustee of the 401(k) Plan explaining

details on the process.

Participants can direct the Trustee whether to

tender the shares allocated to their accounts.

A “blackout period”

will take place starting at

4 P.M. on October 1, 2013.

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Share Disposition –

401(k) Plan

The blackout period only impacts the ability

to trade Baker shares.

Will end when transaction completes

(approximately 10 days).

During blackout shares exchanged for cash.

Last day to direct TRP whether to tender

shares: October 2.

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Share Disposition –

401(k) Plan

All money deposited in 401(k) accounts from

this transaction will go to a TRP Retirement

Date Fund that most closely corresponds with

the account holder’s 65th birthday.

Employees will need to actively reallocate

these proceeds after the transaction is

completed according to personal investment

choices.

If you do not reallocate, the funds will remain

in the appropriate Retirement Date Fund until

such time as you decide to move them.

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Share Disposition -

ESPP

As Baker will no longer be a publicly traded

company, the ESPP will officially terminate on

September 30 , 2013.

The last payroll deduction for the ESPP will

occur with the pay of September 20, 2013.

The final share purchase under the ESPP will

occur on September 30, 2013.

This last purchase will be made at the 10%

discount level.

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Share Disposition -

ESPP

All shares will be redeemed at the tender

offer price of $40.50 per share.

American Stock Transfer (AST) will mail checks

for the value of all the shares as soon as

practical after the close of the tender offer.

Baker will pay the Broker’s fees for this

transaction and they will be recorded as

miscellaneous income on the employee’s

2013 W-2.

Last day to decide to tender ESPP shares:

October 7.

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Final Dividend Payment & Disposition

What will happen to the dividend payment in

the 401(k) Plan and the ESPP?

Final Dividend Payment & Disposition

Company will pay one final dividend:

Record date –

September 16.

Payment date –

October 2.

Amount -

$.18 per share.

For the 401(k) Plan

As normal practice, on 10/2 dividends will be

paid to 401(k) accounts based on shares held

on 9/16 and will be reinvested to purchase

Baker shares.

These shares will be liquidated during the

blackout period with all other shares.

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Final Dividend Payment & Disposition

ESPP cash dividends will be paid to

shareholders of record as of September 16,

2013.

This means that shares purchased by the ESPP

on September 30, 2013 will not be counted

for the dividend payment.

The dividend checks will be mailed by AST as

soon as practical after the payment date.

19

Additional Reminders and

Thoughts

Some other things to remember and think about

401(k) Plan –

Additional Reminders

Baker will continue to provide company

matching contributions:

100% on first 3% of employee contributions.

50% on second 3% of employee contributions.

All future matches will be 100% cash and

placed in funds as directed by the employee.

After the transaction there will no longer be

Baker stock in the 401(k) Plan.

Employees are responsible to move

transaction proceeds from the appropriate

Retirement Date Fund.

21

401(k) Plan –

Additional Reminders

All of these transactions will be free of tax or

penalty since they will occur within the 401(k)

Plan.

Employees should check their 401(k) account

balances before and after the blackout period

to validate that balances are correctly

reflected in your account.

22

401(k) Plan –

Additional Reminders

All employees are encouraged to update

beneficiary information with TRP!

Only 37% of employees have listed

beneficiaries.

Failure to name a beneficiary could create

significant problems if something happens to

you.

Updating beneficiaries in Oracle during open

enrollment DOES NOT update the information

with TRP!

23

ESPP –

Additional Thoughts

Employees are responsible for the taxes

related to the sale and disposition of shares

and dividends from the ESPP.

Short term gains will be recorded as income

on employees’

W-2s.

AST will provide a Form 1099 to employees at

year end for tax purposes (Long Term Capital

Gains).

Employees are encouraged to consult with a

tax advisor related to these topics.

24

Summary

of Outcomes

Can I explain what is going to happen?

Summary of Outcomes

Am I able to state some of the basic facts

regarding the transaction?

Am I able to explain what will happen to the

shares I own?

In the 401(k) Plan.

In the ESPP.

Am I able to explain what will happen to the

dividend payment?

In the 401(k) Plan.

In the ESPP.

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What to do next?

What am I responsible for?

What to do next?

Pay attention to mailings and e-mails from

Baker and TRP in case of changes.

Check your 401(k) Plan balance before and

after the transaction.

Reallocate money in your 401(k) plan if

desired.

Consult with a professional advisor on your

tax responsibilities concerning the ESPP.

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What to do next?

For the 401(k) Plan:

29

Direct TRP whether to tender shares by

October 2.

For the ESPP:

Decide whether to tender shares by October 7.

Who to Contact for Questions?

Molly Wellard

Manager of Compensation & Benefits

412-269-6424

mwellard@mbakercorp.com

Alicia Hoadley

Benefits Specialist

412-269-4675

ahoadley@mbakercorp.com

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