UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): o Form 10-K
o Form 20-F o Form 11-K
x Form 10-Q o Form 10-D
o Form N-SAR o Form N-CSR
For Period Ended: June 30, 2006
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For
the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Michael Baker Corporation
Full Name of Registrant
Former Name if Applicable
100 Airside Drive
Address of Principal Executive Office (Street and Number)
Moon Township, Pennsylvania 15108
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)
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(a)
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The reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense |
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(b)
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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 |
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
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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.
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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, 2006, which was due today. |
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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 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. |
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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. |
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Consequently, the Company has not been able to complete its financial statements
for, among other periods, the quarter ended June 30, 2006, and the Company was not
able to file its Form 10-Q for the quarter ended June 30, 2006 by today’s due date. |
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
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William P. Mooney
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269-6300 |
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(Name)
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(Area Code)
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(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
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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
Form 10-Q for the quarter ended March 31, 2006
(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
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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 and has not yet filed its Form 10-Q
for the corresponding period of the last fiscal year. It is possible that the 2006 results could
differ significantly from the corresponding six-month period in 2005, however, until the
restatements are complete, we are not able to estimate or quantify the significance of any change
in the results of operations for the six months ended June 30, 2006 from the six months ended June
30, 2005.
Michael Baker Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date
August 9, 2006
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By
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/s/ William P. Mooney |
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Executive Vice President and Chief Financial Officer |