UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1.       Security and Issuer.

This statement constitutes Amendment No. 1 to the Schedule 13D relating to the Common Stock, par value $1.00 per share (the "Shares") of Michael Baker Corporation (the “Issuer”) and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on July 18, 2012 (together, the "Schedule 13D"), on behalf of the Reporting Person (as defined in the Schedule 13D), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4.      Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On December 19, 2012, the Reporting Person delivered a letter to the Board of Directors of the Issuer. Pursuant to the letter, the Reporting Person proposed to have KS International, LLC (“KSI”) purchase the Issuer in an all cash transaction at $24.25 per share outstanding. Through DC Capital Partners, the Reporting Person has a controlling interest in KSI. The Reporting Person is in discussions with investment banks and other financial institutions to provide financing commitments. The letter is incorporated herein and attached hereto as Exhibit  1.

Item 7.       Material to be Filed as Exhibits

SIGNATURE

After reasonable 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.

Date: December 19, 2012

Exhibit Index

Exhibit 1

c/o Richard L. Shaw, Chairman

Michael Baker Corporation

Airside Business Park
100 Airside Drive
Moon Township, PA 15108

Dear Mr. Shaw and Members of the Board of Directors:

Thank you for your leadership to date.

As a significant individual shareholder of Michael Baker Corporation (“Michael Baker” or the “Company”), I appreciate your attempts to enhance value through the recent short term actions to repurchase the Company’s stock and institute a dividend; however, I believe they are insufficient. The Company’s long term growth strategy has resulted, and I believe will continue to result, in a significant undervaluation of the stock. Specifically, over the past five years, the Company has engaged in an acquisition strategy, including over $100 million in invested capital since 2010, which has not provided any significant value creation to shareholders. Over the same period, Michael Baker’s stock price declined over 40%.

I did appreciate your facilitating our recent meeting with management, although I was surprised and somewhat alarmed by the abrupt departure of the President and Chief Executive Officer, Mr. Mallory, as he led our discussions.

As you know, DC Capital Partners, LLC has a controlling interest in Gladiator HoldCo, LLC and its subsidiary, KS International, LLC (“KSI”), a provider of mission critical operational support to government agencies. I have been reviewing growth strategies for KSI, and given Michael Baker’s current position, it is my belief that a combination of KSI and Michael Baker is the best course of action.

We propose to have KSI purchase the Company in an all cash transaction at $24.25 per share outstanding. That price represents a 26% premium over the stock’s thirty day trailing average closing price on December 18, 2012. We are in discussions with investment banks and other financial institutions and expect to have fully executed, underwritten financing commitments in the near future.

We are prepared to proceed immediately to negotiate and execute definitive documents. We envision signing a confidentiality agreement, but we do not believe it would be in any party’s interest, particularly your shareholders, to sign a standstill agreement.

We believe our proposal is compelling and in the best interest of all constituents, including your shareholders, employees, and customers.

I am available to discuss this offer at your convenience. In advance, thank you for your consideration.

11 CANAL CENTER PLAZA, SUITE 350 | ALEXANDRIA, VA 22314 | PHONE: 202-737-5220 | FACSIMILE: 202-737-5225