U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING OF
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998
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Part I - REGISTRANT INFORMATION
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Michael Baker Corporation
Airport Office Park, Building 3
420 Rouser Road
Coraopolis, PA 15108
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PART II - RULES 12b-25(b) AND (c)
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The reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense. The Registrant is hopeful
that it will be able to file the subject Annual Report on Form 10-K on or before
April 15, 1999.
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Part III - NARRATIVE
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On March 5, 1999, a subsidiary of the registrant, Baker Mellon Stuart
Construction, Inc. (BMSCI), was terminated from its largest active construction
project, which was over 90% completed. The project was being performed for
Universal City Development Partners (UCDP), and included the construction of the
new CityWalk entrance to Universal Studios' theme park in Orlando, FL. Both
parties have filed lawsuits in this matter.
Management currently expects that the terminated contract and the financial
losses therefrom will have a material adverse effect on the Registrant's results
of operations for the year ended December 31, 1998, but is not yet able to
compute the financial impact. Management of both BMSCI and the Registrant are
working diligently with counsel to quantify such impact. Upon quantification of
the charge, the Registrant will be required to obtain waivers from its lender
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under the terms of its revolving credit facility, due to the financial covenant
violations that are expected to result, and to finalize the 1998 financial
statements and the audit thereof being performed by PricewaterhouseCoopers LLP.
Management is hopeful that the Registrant will be able to complete and file its
Annual Report on Form 10-K on or before April 15, 1999.
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Part IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
J. Robert White
Michael Baker Corporation
Executive Vice President and Chief Financial Officer
(412) 269-6453
(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?
[X] Yes [ ] 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?
[X] Yes [ ] No
See related Narrative under Part III above.
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SIGNATURE
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Michael Baker Corporation has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: March 31, 1999 By /s/ J. Robert White
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J. Robert White
Michael Baker Corporation
Executive Vice President and
Chief Financial Officer
