================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
----------
MICHAEL BAKER CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value per share 057149106
(Title of class of securities) (CUSIP number)
Randall Blank
Executive Vice President,
Chief Financial Officer and Secretary
SEACOR SMIT Inc.
1370 Avenue of the Americas, 25th Floor
New York, New York 10019
(212) 307-6633
(Name, address and telephone number of person authorized
to receive notices and communications)
May 22, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 pages)
================================================================================
NY2:\1003679\05\L$FZ05!.DOC\73293.0004
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------- ----------------------------------------------
CUSIP No. 057149106 13D Page 2 of 8 Pages
-------------------------------------------------------------- ----------------------------------------------
<S> <C>
---------------------------- --------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON SEACOR SMIT INC.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3542736
OF ABOVE PERSON
---------------------------- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
---------------------------- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: WC
---------------------------- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------------- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------------------- ------------------ ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 393,800
SHARES
------------------ ---------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------------------ ---------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 393,800
REPORTING
------------------ ---------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
---------------------------- --------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON: 393,800
---------------------------- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
---------------------------- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.7%
---------------------------- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------------- --------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the
common stock, par value $1.00 per share (the "Shares"), of Michael Baker
Corporation, a Pennsylvania corporation (the "Company"). The principal executive
offices of the Company are located at Airport Office Park, Building 3, 420
Rouser Road, Coraopolis, Pennsylvania 15108.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by and on behalf of SEACOR SMIT Inc., a
Delaware corporation (the "Reporting Person"). The Reporting Person's principal
business includes being a provider of offshore marine services to the oil and
gas exploration and production industry, a provider of oil spill response
services to owners of tank vessels and oil storage, processing, and handling
facilities, and owner of a substantial minority equity interest in a company
that owns and operates mobile offshore jackup drilling rigs. During the last
five years, neither the Reporting Person nor, to its knowledge, any of its
executive officers or directors has: (i) been convicted in a criminal proceeding
or (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. The Reporting Person's
business address is 11200 Richmond, Suite 400, Houston, Texas 77082.
The name, business address, principal occupation or employment and
citizenship of each of the executive officers and directors of the Reporting
Person are set forth in Schedule A hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person purchased an aggregate of 407,800 Shares for
total consideration (including brokerage commissions) of $2,538,085 derived from
the working capital of the Reporting Person. Proceeds from 14,000 Shares sold
aggregated approximately $103,304.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person acquired the Shares it owns for investment
purposes.
The Reporting Person is a 67% owner of Energy Logistics, Inc., a
joint venture with Baker/M.O. Services, Inc. (a subsidiary of the Company) that
provides shorebase, marine transport, and other supply chain management services
in support of offshore exploration and production operations. The Reporting
Person may from time to time engage in other business transactions or ventures
with the Company or its affiliates.
The Reporting Person has no plans or proposals which relate to or
that would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Although the Reporting Person may from time to time acquire
additional Shares (subject to availability at prices deemed favorable) in the
open market, in privately negotiated transactions or otherwise, it has no
present intention to materially increase its investment in Shares. The Reporting
Person may from time to time dispose of Shares at prices deemed favorable in the
open market, in privately negotiated transactions or otherwise.
3
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of January 19, 2001, the Reporting Person beneficially owned
in the aggregate 393,800 Shares constituting 5.7% of the outstanding Shares. The
Reporting Person's 393,800 Shares represented 4.8% of the total number of shares
of the Company's common stock outstanding as of such date (including both Shares
and the shares of the Company's Series B Common Stock). Such computations of
percentage ownership are based upon 6,921,010 Shares outstanding and 1,306,495
shares of the Company's Series B Common Stock outstanding as of September 30,
2000, as set forth in the Company's quarterly report on Form 10-Q for the
quarterly period ended September 30, 2000.
On the assumption that Shares and the Company's Series B Common Stock
(i.e., all of the Company's outstanding common stock) should be considered part
of a single class for purposes of determining the Reporting Person's percentage
beneficial ownership, the Reporting Person has not heretofore filed a Statement
on Schedule 13D. Assuming Shares should be considered a separate class for such
purpose, the Reporting Person became a beneficial owner of more than 5% on May
22, 2000, when it became the owner of 347,400 Shares (or 5.05% of Shares
outstanding based upon the 6,878,039 Shares outstanding on March 31, 2000 as set
forth in the Company's quarterly report on Form 10-Q for the quarterly period
ended March 31, 2000). Information is reported in this Statement based upon such
latter assumption.
(b) The Reporting Person has the sole power to vote or direct the
vote of 393,800 Shares and the sole power to dispose or to direct the
disposition of such Shares.
(c) Information concerning transactions in Shares by the Reporting
Person from the date that is sixty days prior to May 22, 2000 through the date
hereof is set forth in Exhibit 1 attached hereto, which is incorporated herein
by reference.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any other person with
respect to any securities of the Company, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBIT
The following Exhibit is filed herewith:
1. Information concerning transactions in the Shares effected by the
Reporting Person from the date that is sixty days prior to May 22, 2000 through
January 19, 2001.
[The remainder of this page intentionally left blank.]
4
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certifies that the information contained in this
Statement is true, complete and correct.
Dated: January 19, 2001
SEACOR SMIT INC.
By: /s/ Randall Blank
---------------------------------------
Name: Randall Blank
Title: Executive Vice President, Chief
Financial Officer and Secretary
5
<PAGE>
SCHEDULE A
----------
The Executive Officers of the Reporting Person are as follows:
Chairman of the Board, President and Chief Charles Fabrikant
Executive Officer
Executive Vice President, Chief Financial Randall Blank
Officer and Secretary
Vice President and General Counsel Alice N. Gran
Vice President and Treasurer Dick Fagerstal
Vice President Lenny P. Dantin
Vice President Milton Rose
Vice President Andrew Strachan
The directors of the Reporting Person are as follows:
Charles Fabrikant
Andrew R. Morse
Stephen Stamas
Pierre de Demandolx
John Hadjipateras
Michael E. Gellert
Granville E. Conway
Richard M. Fairbanks III
Antoon Kienhuis
The business address of the executive officers and directors of the Reporting
Person is: c/o SEACOR SMIT Inc., 1370 Avenue of the Americas, 25th Floor, New
York, New York 10019.
The present principal occupations of the executive officers and directors of the
Reporting Person are as follows:
Charles Fabrikant is Chairman of the Board, President and
Chief Executive Officer of the Reporting Person.
Randall Blank is Executive Vice president, Chief Financial
Officer and Secretary of the Reporting Person.
6
<PAGE>
Alice N. Gran is Vice President and General Counsel of the
Reporting Person.
Dick Fagerstal is Vice President and Treasurer of the
Reporting Person.
Lenny P. Dantin is Vice President of the Reporting Person.
Milton Rose is Vice President of the Reporting Person.
Andrew Strachan is Vice President of the Reporting Person.
Andrew R. Morse is Senior Vice President of Salomon Smith
Barney Inc, an investment banking firm.
Stephen Stamas is Chairman of The American Assembly of
Columbia University, a not-for-profit organization involved in
the study of public affairs.
Pierre de Demandolx is Managing Director of Petroleum
Development and Diversification Ltd., a Paris-based public
company, whose primary business is shipping.
John Hadjipateras is President of Eagle Ocean Inc., a
strategic investment advisor and chartering advisory firm
focusing on the international marine industry.
Michael E. Gellert is a General Partner of Windcrest Partners,
L.P., a New York investment partnership.
Granville E. Conway is President and Chief Executive Officer
of Cosmopolitan Shipping, Co. Inc., a shipping management
company.
Richard M. Fairbanks III is Managing Director of the Center
for Strategic and International Studies, a research
organization.
Antoon Kienhuis is retired; he was formerly Vice President and
Chief Financial Officer of Smit Internationale, N.V., a
Netherlands maritime contracting, salvage and harbor
operations company.
All of the persons identified on this Schedule A are citizens of the United
States, except that Mr. Strachan is a subject of the United Kingdom; Mr.
Kienhuis is a citizen of the Netherlands; Mr. de Demandolx is a citizen of
France; and Mr. Fagerstal is a citizen of Sweden.
7
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1. Information concerning transactions in the Shares effected by
the Reporting Person from the date that is sixty days prior to
May 22, 2000 through January 19, 2001.
8
