FORM 10-Q/A AMENDMENT NUMBER 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 Commission file number 1-6627 MICHAEL BAKER CORPORATION -------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-0927646 ------------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Airport Office Park, Building 3, 420 Rouser Road, Coraopolis, PA 15108 - ---------------------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (412) 269-6300 --------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of June 30, 1995: -------------------- Common Stock 7,004,612 shares Series B Common Stock 1,358,940 shares /TABLE PART II FORM 10-Q PAGE 16 PART II. OTHER INFORMATION (Cont.) The second and final matter voted upon at the meeting was the adoption of the 1995 Stock Incentive Plan, which will provide long-term incentive compensation to eligible employees. The votes cast by holders of the Company's Common Stock and Series B Common Stock in approving such plan were 13,774,567 votes in favor, 4,752,208 votes against, and 832,935 abstentions Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) The following exhibits are included herewith as a part of this Report: Exhibit No. Description ----------- ------------- 15 Letter regarding unaudited interim financial information (b) Reports on Form 8-K During the second quarter ended June 30, 1995, the Company filed no reports on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MICHAEL BAKER CORPORATION Dated: August 11, 1995 By: /s/ J. Robert White -------------------- J. Robert White Executive Vice President, Chief Financial Officer and Treasurer