8-K 1 mb5160.txt FORM 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) March 14, 2006 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)) ================================================================================ ITEM 8.01. OTHER EVENTS. On March 14, 2006, Michael Baker Corporation (the "Company") announced that it has reached a settlement in the previously disclosed lawsuit filed against the Company by A&L, Inc. ("A&L"), in which A&L alleged misrepresentation and breach of warranty in connection with the sale by the Company of certain assets of its heavy and highway construction business to A&L in 2000. A copy of the press release making this announcement is attached to this report as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. The following exhibit is filed with this report on Form 8-K: Exhibit No. Description ----------- ----------------------------------------------------------------- 99.1 Press release issued March 14, 2006 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: March 16, 2006 EXHIBIT INDEX Number Description Method of Filing ------- ----------------------------------- ----------------- 99.1 Press release dated March 14, 2006 Filed herewith.