-----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, H+ySfgirHMYgbiX85SDMneybuRzgr/6qb/vZvsaKYKh3tIjpm1z3HNEgjX4/6Llz hiOE0sz1WfWPCT5fA4qPDg== 0000891092-04-004501.txt : 20040923 0000891092-04-004501.hdr.sgml : 20040923 20040923094219 ACCESSION NUMBER: 0000891092-04-004501 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040917 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040923 DATE AS OF CHANGE: 20040923 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: 041042023 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 e19109_8k.txt FORM 8K 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 17, 2004 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 1.01. Entry into a Material Definitive Agreement. The disclosure set forth under Item 2.03 of this Current Report on Form 8-K is incorporated by reference herein. Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. On September 21, 2004, Michael Baker Corporation (the "Company") announced that the Company had entered into a $60 million revolving credit facility dated September 17, 2004, with a bank group led by Citizens Bank of Pennsylvania, and joined by PNC Bank, N.A. and Fifth Third Bank. The new agreement increases the Company's credit capacity by $20 million. The credit facility will be used by the Company for working capital and capital expenditure needs, for acquisitions, and for other general corporate purposes. The credit facility includes a $15 million sub-facility for the issuance of letters of credit. The credit facility has a four-year term ending September 17, 2008. Interest on the revolving credit loans will, at the option of the Company, be based on prime or LIBOR rates. The agreement contains usual and customary negative covenants for transactions of this type, as well as financial covenants regarding minimum owners equity, leverage ratio, interest and rent coverage ratio and current ratio. The agreement also contains usual and customary provisions regarding acceleration. In the event of certain defaults by the Company under the credit facility, the lenders will have no further obligation to extend credit and, in some cases, any amounts owed by the Company under the credit facility will automatically become immediately due and payable. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (c) Exhibits The following exhibit is filed with this report on Form 8-K: Exhibit No. Description - ----------- ----------- 99.1 Press release dated September 21, 2004 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 23, 2004 EXHIBIT INDEX Number Description Method of Filing - ------ ----------- ---------------- 99.1 Press release dated September 21, 2004 Filed herewith EX-99.1 2 e19109ex99_1.txt PRESS RELEASE Exhibit 99.1 Baker Expands Credit Capacity Under New Facility PITTSBURGH, Sept. 21 /PRNewswire-FirstCall/ -- Michael Baker Corporation (Amex: BKR) has entered into a $60 million revolving credit facility with a consortium of Pennsylvania and Ohio financial institutions. The company intends to use the funds available under the facility for acquisitions and general corporate purposes. Citizens Bank of Pennsylvania is the lead bank for the facility, and is joined by PNC Bank, N.A., and Fifth Third Bank. The new arrangement increases Baker's existing credit capacity by $20 million and provides improved terms and conditions. "We are pleased to have obtained this expanded credit facility with this strong group of local institutions," Donald P. Fusilli, Jr., president and chief executive officer, said. "This arrangement provides us with the additional borrowing capability we will need to execute our growth agenda for the company." Michael Baker Corporation ( http://www.mbakercorp.com ) provides engineering and energy expertise for public and private sector clients worldwide. The firm's primary services include engineering design for the transportation and civil infrastructure markets, operation and maintenance of oil and gas production facilities, architecture, environmental services, and construction management for building and transportation projects. Baker has more than 4,500 employees in over 40 offices across the United States and internationally. SOURCE Michael Baker Corporation -0- 09/21/2004 /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 / (BKR) CO: Michael Baker Corporation; Citizens Bank of Pennsylvania ST: Pennsylvania IN: CST OIL SU: FNC -----END PRIVACY-ENHANCED MESSAGE-----