0000950128-95-000160.txt : 19950914 0000950128-95-000160.hdr.sgml : 19950914 ACCESSION NUMBER: 0000950128-95-000160 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950911 SROS: AMEX SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31270 FILM NUMBER: 95572601 BUSINESS ADDRESS: STREET 1: 420 ROUSE ROAD STREET 2: AIRPORT OFFICE PARK BLDG 3 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251233834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CENTER STREET 2: 500 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 FORMER COMPANY: FORMER CONFORMED NAME: MELLON NATIONAL CORP DATE OF NAME CHANGE: 19841014 SC 13G/A 1 MICHAEL BAKER CORPORATION 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) NAME OF ISSUER: Michael Baker Corporation TITLE OF CLASS OF SECURITIES: Michael Baker Corporation Class A Common Stock CUSIP NUMBER 057149-100 Check the following box if a fee is being paid with this statement: [ ] CUSIP NO. 057149-100 (1) Names of Reporting Persons MELLON BANK CORPORATION SS or IRS Identification Nos. IRS No. 25-1233834 of Above Persons (2) Check the Appropriate Box (a) if a Member of a Group (See Instructions) (b) (3) SEC Use Only (4) Citizenship or Place United States of Organization Number of Shares (5) Sole Voting Beneficially Power 24,000 Owned by Each Reporting Person With (6) Shared Voting Power 2,001,161 (7) Sole Dispositive Power 20,000 (8) Shared Dispositive Power 4,000 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,025,161 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) (11) Percent of Class Represented 24.21 by Amount in Row (9) (12) Type of Reporting Person HC (See Instructions) - 2(a) - CUSIP NO. 057149-100 (1) Names of Reporting Persons MELLON BANK N.A. SS or IRS Identification Nos. IRS No. 25-0659306 of Above Persons (2) Check the Appropriate Box (a) if a Member of a Group (See Instructions) (b) (3) SEC Use Only (4) Citizenship or Place United States of Organization Number of Shares (5) Sole Voting Beneficially Power 24,000 Owned by Each Reporting Person With (6) Shared Voting Power 2,001,161 (7) Sole Dispositive Power 20,000 (8) Shared Dispositive Power 4,000 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,025,161 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) (11) Percent of Class Represented 24.21 by Amount in Row (9) (12) Type of Reporting Person BK (See Instructions) - 2(b) - CUSIP NO. 057149-100 (1) Names of Reporting Persons MICHAEL BAKER CORPORATION EMPLOYEES STOCK OWNERSHIP PLAN TRUST SS or IRS Identification Nos. IRS No. 25-1482494 of Above Persons (2) Check the Appropriate Box (a) if a Member of a Group (See Instructions) (b) (3) SEC Use Only (4) Citizenship or Place United States of Organization Number of Shares (5) Sole Voting Beneficially Power 0 Owned by Each Reporting Person With (6) Shared Voting Power 2,001,161 (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,001,161 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) (11) Percent of Class Represented 23.93 by Amount in Row (9) (12) Type of Reporting Person EP (See Instructions) - 2(c) - SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Under the Securities and Exchange Act of 1934) Item 1(a) Name of Issuer: Michael Baker Corporation Item 1(b) Address of Issuer's Principal Executive Offices: 4301 Dutch Ridge Road Box 280 Beaver, PA 15009 Item 2 (a) Name of Person Filing: Mellon Bank Corporation and any other reporting person(s) identified on the second part of the cover page(s). Item 2(b) Address of Principal Business Office, or if None, Residence: c/o Mellon Bank Corporation One Mellon Bank Center Pittsburgh, Pennsylvania 15258 (for all reporting persons) Item 2(c) Citizenship: United States Item 2(d) Title of Class of Securities: Michael Baker Corporation PA Class A Common Stock, Par Value $1.00 per share. Item 2(e) CUSIP Number: 057149-100 Item 3 See Item 12 of cover page(s) ("Type of Reporting Person") for each reporting person. BK = Bank as defined in Section 3(a)(6) of the Act IV = Investment Company registered under Section 8 of the Investment Company Act IA = Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940 - 3 - SCHEDULE 13G (Continued) EP = Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13-d(1)(b)(1)(ii)(F) HC = Parent Holding Company, in accordance with Section 240.13-d(1)(b)(1)(ii)(G) Item 4 Ownership: See Items 5 through 9 and 11 of cover page(s) as to each reporting person. The amount beneficially owned includes, where appropriate securities not outstanding which are subject to options, warrants, rights or conversion privileges that are exercisable within 60 days. The filing of this Schedule 13G shall not be construed as an admission that Mellon Bank Corporation, or its direct or indirect subsidiaries, including Mellon Bank, N.A., are for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owners of any securities covered by this Schedule 13G. Mellon Bank, N.A. is the trustee of the issuer's employee benefit plan (the "Plan"), which is subject to ERISA. The securities reported include all shares held of record by Mellon Bank, N.A. as trustee of the Plan. The reporting person, however, disclaims beneficial ownership of all shares that have been allocated to the individual accounts of employee participants in the Plan for which directions have been received and followed. Item 5 Ownership of Five Percent or Less of a Class: N/A Item 6 Ownership of More than Five Percent on Behalf of Another Person: All of the securities are beneficially owned by Mellon Bank Corporation or its direct and indirect subsidiaries in their various fiduciary capacities. As a result, another entity in every instance is entitled to dividends or proceeds of sale. The number of individual accounts holding an interest of 5% or more is 1: Michael Baker Corporation Employees Stock Ownership Plan- 2,001,161- 23.93% - 4 - SCHEDULE 13G (Continued) Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company: See Exhibit I. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. This filing is signed by Mellon Bank Corporation on behalf of all reporting entities pursuant to Rule 13d-1(f)(1) promulgated under the Securities and Exchange Act of 1934, as amended. Date: September 11, 1995 MELLON BANK CORPORATION By /s/ Michael E. Bleier Michael E. Bleier General Counsel - 5 - EXHIBIT I The shares reported on the attached Form 13G are beneficially owned by the following direct or indirect subsidiaries of Mellon Bank Corporation, as marked (X): (A) Boston Safe Deposit and Trust Company Boston Safe Deposit and Trust Company of California Boston Safe Deposit and Trust Company of New York X Mellon Bank, N.A. Mellon Bank (Delaware) National Association Mellon Bank (MD) (B) Franklin Portfolio Associates Trust Laurel Capital Advisors Mellon Capital Management Corporation Mellon Equity Associates The Boston Company Advisors, Inc. The Boston Company Financial Strategies, Inc. The Boston Company Asset Management, Inc. The Dreyfus Corporation Dreyfus Management, Inc. The Item 3 classification of each of the subsidiaries listed under (A) above is "Item 3(b) Bank as defined in Section 3(a)(6) of the Act." The Item 3 classification of each of the subsidiaries listed under (B) above is "Item 3 (e) Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940." - 6 - EXHIBIT II Each of the undersigned hereby authorizes Mellon Bank Corporation, in accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "1934 Act"), to file, on behalf of the undersigned, any statement required to be signed by the undersigned, on Schedule 13G pursuant to Rule 13d-1 under the 1934 Act and any amendment thereto pursuant to Rule 13d-2 under the 1934 Act. Each of the undersigned represents that it is individually eligible to use Schedule 13G, and acknowledges its responsibility for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein. However, each of the undersigned is not responsible for the completeness or accuracy of the information concerning the other persons making the filing on Schedule 13G unless such undersigned knows or has reason to believe that such information is inaccurate. Date: September 11, 1995 MELLON BANK, N.A. /s/ James M. Gockley James M. Gockley Assistant General Counsel MELLON BANK, N.A. AS TRUSTEE OF MICHAEL BAKER CORPORATION EMPLOYEES STOCK OWNERSHIP PLAN TRUST /s/ James M. Gockley James M. Gockley Assistant General Counsel - 7 -