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SEC FILE NUMBER
1-6627
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: June 30, 2005
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Michael Baker Corporation
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Full Name of Registrant
Former Name if Applicable
100 Airside Drive
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Address of Principal Executive Office (Street and Number)
Moon Township, Pennsylvania 15108
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City, State and Zip Code
PART II -- RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
[ ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
Michael Baker Corporation (the "Company") is filing this Form 12b-25
because additional time is needed for the Company to complete its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2005,
which was due on August 9, 2005. The Company will also be delaying the
issuance of a news release announcing its financial results for the
same period, as well as the associated conference call and webcast.
The reason for the delay relates to accrual errors in accounting for
income tax expense and income tax withholding certificates in the
Company's Nigerian operations. The Company, which has two subsidiaries
through which it conducts its Nigerian operations, is currently
reviewing its tax position in Nigeria and believes that it will be
restating its 2004, 2003 and 2002 financial statements included in the
Company's 2004 Form 10-K. In 2004, Nigerian revenues represented
slightly less than 40% of the Company's total reported foreign revenues
of $67.2 million.
The Company is also reviewing the need to accrue an initial "incurred
but not reported" liability for certain self-insured professional
liability losses. The Company has not previously recorded a liability
for this exposure. If it determines that such a liability should be
recorded, management anticipates that the pre-tax amount of this
adjustment will not exceed $1.5 million, with a portion attributed to
an opening retained earnings adjustment as of January 1, 2002, and the
balance spread over restated periods for 2004, 2003, and 2002.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William P. Mooney 412 269-6300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed ? If answer is no,
identify report(s).
Yes [X] No [ ]
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
Yes [X] No [ ]
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company anticipates, but is not certain, that there will be a
significant change in the results of operations for the corresponding
period of the last fiscal year. Until the Company fully assesses the
proper amount, classification and timing of the restatement adjustments
for the matters discussed in Item III above, the Company will not be in
a position to determine the significance of the change to the results
of operations for the corresponding period of the last fiscal year.
Michael Baker Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 10, 2005 By /s/ William P. Mooney
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Executive Vice President and
Chief Financial Officer