-----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, HOqtgIFtY12gceXxYgccYLyY8IlIsDUjIwfkNTi2DkFj6+P6YPKGke2Ci+i/bMyH Kh71S28oox2oi8gbaeiwHQ== 0000950152-06-004821.txt : 20060531 0000950152-06-004821.hdr.sgml : 20060531 20060531141038 ACCESSION NUMBER: 0000950152-06-004821 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060526 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060531 DATE AS OF CHANGE: 20060531 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: 06876505 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 j2061201e8vk.txt MICHAEL BAKER CORPORATION 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) May 26, 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 May 26, 2006, Michael Baker Corporation (the "Company") issued a press release reporting the Company's preliminary financial results for the three-month period ended March 31, 2006. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS 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 May 26, 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: May 31, 2006 EXHIBIT INDEX
Number Description Method of Filing - ------ ----------- ---------------- 99.1 Press release dated May 26, 2006 Filed herewith
EX-99.1 2 j2061201exv99w1.txt EX-99.1 EXHIBIT 99.1 NEWS RELEASE CONTACT: David Higie PHONE: (412) 269-6449 RELEASE: Immediate (May 26, 2006) BAKER REPORTS PRELIMINARY FINANCIAL RESULTS FOR FIRST QUARTER OF 2006 PITTSBURGH (5/26/06) - Michael Baker Corporation (the "Company") (Amex:BKR) today reported its preliminary and unaudited financial information for the first quarter of 2006 compared to the actual and reported results, prior to any restatement, for the same period in 2005. The Company is providing these preliminary results in an effort to keep its shareholders informed about the performance of the Company while it works to complete the previously announced restatement of its consolidated financial statements for fiscal years 2001, 2002, 2003 and 2004, and its related interim consolidated financial statements for each of the quarters of 2004 and the first quarter of 2005. The Company previously disclosed in a news release and related Form 8-K dated January 31, 2006, that it would be restating these financial results and indicated the reasons for the restatement and delay in filing the required documents with the Securities and Exchange Commission. Additionally, the Company filed Form 12b-25 with the Securities and Exchange Commission indicating it would need additional time to file its Form 10-K for the period ended December 31, 2005, as well as its Form 10-Q for the first quarter of 2006. The Company also previously filed Form 12b-25 indicating it would need additional time to file its Form 10-Q for the periods ended June 30, 2005, and September 30, 2005, respectively. For the first three months of 2006, the Company's total contract revenues were approximately $142 million, which compares to reported total contract revenues of $144 million for the first quarter of 2005, prior to any restatement. The decrease in the year-over-year revenue is attributable primarily to the absence in the current period of subcontracting activity on the Company's contract with FEMA due to the completion of the information infrastructure during 2005. The map modernization work on the Company's contract with the agency continues as planned. The Company is not providing a range of earnings per share for the first quarter until the restatement is completed; however, it anticipates that earnings per share for the current period will be lower than the comparable 2005 first quarter, prior to any restatement. Revenues in the Engineering segment decreased approximately 8 percent from the year-ago three-month period due to the missing FEMA subcontract activity mentioned above, while revenues in the Energy segment increased approximately 12 percent compared to the first quarter of 2005 as a result of higher volumes of domestic operations and maintenance activity with existing clients. Total estimated backlog for the Company was approximately $1.4 billion at December 31, 2005, compared to the last publicly reported backlog, prior to any restatement, of $1.4 billion at March 31, 2005. The Company cautions that all of these results are preliminary and subject to change, possibly materially, following the completion and analysis of the financial statements for 2005, and the restatement of the financial statements for the four years ended December 31, 2004. The Company reiterates that the above preliminary and unaudited financial information 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. 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.) #### -----END PRIVACY-ENHANCED MESSAGE-----