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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: September 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
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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 September 30, 2005,
which was due on November 9, 2005. The reason for the delay relates to
the Company's continued inability to file its Quarterly Report on Form
10-Q for the quarter ended June 30, 2005.
As described in its Form 12b-25 filed on August 10, 2005, the delay
with respect to the Company's Form 10-Q for the quarter ended June 30,
2005 relates to (1) accrual issues in accounting for income tax expense
and income tax withholding certificates in the Company's Nigerian
operations and (2) the Company's assessment of the need to accrue an
initial "incurred but not reported" liability for certain self-insured
professional liability losses.
Consequently, the Company has not been able to complete its financial
statements for the three and nine months ended September 30, 2005, and
the Company was not able to file its Form 10-Q for the quarterly
period ended September 30, 2005 by the November 9, 2005 due date.
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 [ ] No [X]
Form 10-Q for the quarter ended June 30, 2005
(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.
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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 November 10, 2005 By /s/ William P. Mooney
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Executive Vice President and
Chief Financial Officer