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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: March 31, 2006
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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 March 31, 2006,
which was due on May 10, 2006.
As previously described in our Form 8-K dated January 26, 2006, the
Company is in the process of restating its financial statements for
certain prior periods, including the quarter ended March 31, 2005, for
certain items including the underaccrual and underpayment of
non-resident Nigerian income taxes, the underaccrual and underpayment
of Nigerian payroll taxes, overstated prepaid tax asset balances
recorded by its majority-owned Nigerian subsidiary, incurred but not
reported liability for self-insured professional liability insurance,
and non-routine project accounting and other transactions.
As discussed in the Company's Form 8-K dated January 26, 2006, the
previously issued consolidated financial statements of the Company for
fiscal years 2000, 2001, 2002, 2003 and 2004, and its related interim
consolidated financial statements for each of the quarters of 2003 and
2004 and the first quarter of 2005, should not be relied upon because
of errors in those financial statements. Such financial statements will
be restated.
Consequently, the Company has not been able to complete its financial
statements for the quarter ended March 31, 2006, and the Company was
not able to file its Form 10-Q for the quarter ended March 31, 2006 by
the May 10, 2006 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
Form 10-Q for the quarter ended September 30, 2005
Form 10-K for the year ended December 31, 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.
As previously described in our Form 8-K dated January 26, 2006, the
Company is in the process of restating its financial statements for certain
prior periods, including the quarter ended March 31, 2005, for certain items
including the underaccrual and underpayment of non-resident Nigerian income
taxes, the underaccrual and underpayment of Nigerian payroll taxes, overstated
prepaid tax asset balances recorded by its majority-owned Nigerian subsidiary,
incurred but not reported liability for self-insured professional liability
insurance, and non-routine project accounting and other transactions. Because
our restatement analysis is not yet complete, it is possible that the Company
may identify new issues which could also impact its previously issued
consolidated financial statements and the scope of the restatement. It is
possible that such additional adjustments could be material individually or in
the aggregate. Because the Company has not yet completed this restatement to
determine the final amounts, classifications and timing of the restatement
adjustments, we are not able to estimate or quantify the significance of any
change in the results of operations for the quarter ended March 31, 2006 from
the quarter ended March 31, 2005.
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 May 11, 2006 By /s/ William P. Mooney
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Executive Vice President and Chief
Financial Officer