-----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, R0dP5cCdBARnvKZM9gX00Zd4Fb0mpbz9AhruCyLIxGgGeuItszAjIMcgq68RBeA1 FlUq1fUXoPgB7Utq/izb3g== 0001275287-06-004809.txt : 20060918 0001275287-06-004809.hdr.sgml : 20060918 20060918132016 ACCESSION NUMBER: 0001275287-06-004809 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060914 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060918 DATE AS OF CHANGE: 20060918 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: 061095164 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 mb7212.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) September 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)) ================================================================================ 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 September 14, 2006, Michael Baker Corporation (the "Company") issued a press release affirming the Company's preliminary financial results for the second quarter ended June 30, 2006. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated into this Item 2.02 by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. The following exhibit is furnished with this report on Form 8-K: Exhibit No. Description - ----------- --------------------------------------- 99.1 Press release dated September 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: September 18, 2006 EXHIBIT INDEX Number Description Method of Filing - ------ --------------------------------------- ----------------- 99.1 Press release dated September 14, 2006. Filed herewith. EX-99.1 2 mb7212ex991.txt EXHIBIT 99.1 Exhibit 99.1 BAKER ON TRACK TO REPORT FINANCIAL RESULTS FOR SECOND QUARTER OF 2006 BY SEPTEMBER 30 PITTSBURGH, Sept. 14 /PRNewswire-FirstCall/ -- Michael Baker Corporation (the "Company") (Amex: BKR) said today that it remains on track to complete and file its delayed Form 10-Q for the second quarter of 2006 with the Securities and Exchange Commission by September 30, 2006. Filing the Form 10- Q by this date will enable the Company to regain compliance with the listing standards of the American Stock Exchange. (Logo: http://www.newscom.com/cgi-bin/prnh/20020605/BAKERLOGO) As previously announced on September 5, the Company expects to report total contract revenues of approximately $153 million, which compares to reported total contract revenues of $143 million for the second quarter of 2005. Total estimated backlog for the Company was approximately $1.36 billion at June 30, 2006, compared to $1.32 billion at December 31, 2005. During the course of the financial review for the second quarter, the Company has not identified any financial, accounting or other related issues that would materially change the previously provided financial information, or delay the filing of the Form 10-Q. The Company cautions that the above financial information is preliminary and unaudited, and 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. Commenting on recent events, Chairman of the Board and Chief Executive Officer Richard L. Shaw said, "Although we have had a change in the CEO position, the Board of Directors and I have confidence in the ability of our management team to operate the Company in a successful manner. The markets for our services are strong and we expect them to remain that way for the foreseeable future. Our focus now, as it always is, will be to continue to grow the Company, to meet or exceed our customers' expectations, and to create value and opportunity for our employees and shareholders." He added that a three-person committee of independent Board members that was appointed in June 2006 as part of the Board's ongoing review of management performance and long-term succession planning, will conduct the search for a new chief executive officer. Michael Baker Corporation (http://www.mbakercorp.com) 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, pipelines and telecommunications, transportation, water/wastewater, and oil & gas. With more than 5,000 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.) SOURCE Michael Baker Corporation -0- 09/14/2006 /CONTACT: David Higie of Michael Baker Corporation, +1-412-269-6449/ /Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20020605/BAKERLOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, photodesk@prnewswire.com/ /Web site: http://www.mbakercorp.com/ -----END PRIVACY-ENHANCED MESSAGE-----