SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 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)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 269-6300
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Class Name of each exchange on which registered
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COMMON STOCK, PAR VALUE
$1 PER SHARE AMERICAN STOCK EXCHANGE
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
------------
The Registrant estimates that as of March 15, 1996, the aggregate market value
of shares of the Registrant's Common Stock and Series B Common Stock held by
non-affiliates (excluding for purposes of this calculation only, 2,307,520
shares of Common Stock and 1,234,384 shares of Series B Common Stock held of
record or beneficially by the executive officers and directors of the
Registrant as a group, and the Registrant's Employee Stock Ownership Plan) of
the Registrant was $21,911,382 for the Common Stock and $542,471 for the Series
B Common Stock (calculated for the Series B Common Stock on the basis of the
shares of Common Stock into which Series B Common Stock is convertible).
As of March 15, 1996, the Registrant had outstanding 7,045,116 shares of its
Common Stock and 1,351,675 shares of its Series B Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of Form 10-K into which
Document Document is incorporated
- ---------------------------------------------------------------------------
Financial Section of Annual Report to Shareholders
for the year ended December 31, 1995 I, II
Proxy Statement to be distributed in connection with
the 1996 Annual Meeting of Shareholders III
NOTE WITH RESPECT TO FORWARD-LOOKING STATEMENTS:
This Annual Report on Form 10-K, and in particular the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section of Exhibit 13.1 hereto, which is incorporated by reference into
Item 7 of Part II, contains forward-looking statements concerning future
operations and performance of the Registrant. Forward-looking statements are
subject to market, operating and economic risks and uncertainties that may
cause the Registrant's actual results in future periods to be materially
different from any future performance suggested herein. Such statements are
made pursuant to the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995.
PART I
Item 1. Business
-----------
Michael Baker Corporation ("Baker" or "the Registrant") was founded in 1940
and organized as a Pennsylvania corporation in 1946. Today, through its
operating subsidiaries and joint ventures, Baker provides engineering,
construction, and operations and technical services worldwide. Effective
January 1, 1995, the Registrant reorganized into five market-focused business
units (segments)--Buildings, Civil, Energy, Environmental and Transportation--
from its former three operating groups (Engineering, Construction, and
Operations & Maintenance).
Information regarding the amounts of revenue, operating profit and identifiable
assets attributable to the Registrant's newly restated industry segments is
contained in Note 4 to the consolidated financial statements, which are
included within Exhibit 13.1 to this Form 10-K. Such information is
incorporated herein by reference.
According to the annual listings published in 1995 by ENGINEERING NEWS RECORD
magazine, Baker ranks 46th among U.S. design firms, 12th among transportation
design firms, 81st among global design firms, 93rd among U.S. construction
contractors, 190th among international construction contractors and 64th among
U.S. construction management at-risk firms. In addition, according to an
annual listing published in 1995 by GOVERNMENT EXECUTIVE magazine, Baker ranks
152nd among government contractors. The rankings were based on 1994 revenues,
except for the government contractor ranking which was based on 1994 contract
awards.
Business Units
----------------
BUILDINGS. The Buildings unit consolidated the former Construction Group's
general construction, construction management and design-build division with
the former Engineering Group's facility planning and design unit to pursue the
growing design-build market. The following are the principal services provided
by the Buildings unit:
o Architecture
o Engineering
o Planning
o Construction management and consulting
o Design-build
o General construction
CIVIL. The Civil unit combined the Registrant's civil engineering and water
resources division with its military operations & maintenance service division,
Baker Support Services, Inc. ("BSSI"). This unit has consolidated Baker's
military infrastructure work in planning and operations & maintenance, to
improve its ability to market to, and serve, the U.S. Department of Defense,
a major Baker client. The following list comprises the primary services
provided by the Civil unit:
o Engineering, planning, design and program management
o Geographic information systems
o Photogrammetric mapping
o Waste/wastewater systems development
o Water resources management
o Military facilities planning and program management
o Military base operations support
o Fiber-optic cable engineering
o Design-build-operate
ENERGY. The Energy unit comprises Baker/MO Services, Inc. ("Baker/MO") and
Baker/OTS, Inc. ("Baker/OTS"). This unit focuses on providing operations &
maintenance and technical services within the domestic and international energy
industry. Baker/MO provides specialized services to the oil and gas, utility,
and petrochemical industries, while Baker/OTS provides operations and technical
services to major international oil and gas producers. The major services
provided by the Energy unit are as follows:
o Facility operations and maintenance
o Operations analysis
o Equipment maintenance and overhaul
o Training programs
o Pipeline development and design
o Technical consulting and personnel
o Engineering and construction management
o Design-build-operate oil & gas facilities
ENVIRONMENTAL. The Environmental unit continues to operate in its pre-1995
form, but became a separate business unit in 1995. The principal services
provided by the Environmental unit include:
o Site characterization
o Remediation design and construction management
o Air quality management
o Process safety management
o Human health/ecological risk assessment
o Occupational health and safety compliance
o Environmental regulation compliance, audits and permitting
o Groundwater/wastewater treatment
o Facility design-build-operate
TRANSPORTATION. The Transportation unit merged the engineering capabilities
in highways, bridges, transit, aviation and rail, with the heavy and highway
construction capabilities of the former Construction Group. This merger has
enhanced the Registrant's existing capabilities to serve transportation
clients, created a strong construction management team, and positioned Baker
to serve the evolving design-build and privatization markets. The major
services provided by the Transportation unit are the following:
o Planning
o Design
o Construction
o Construction management and inspection
o Program management for surface and air transportation
o Design-build-operate
Domestic and Foreign Operations
-------------------------------
Approximately 95% of the Registrant's total contract revenues are derived from
work performed within the United States. Of those domestic-based revenues, the
majority comprises engineering and construction work performed in the Northeast
region of the U.S. The Registrant's international-based revenues are derived
primarily from Baker/OTS and relate to operations and technical services
performed outside the U.S. Baker/OTS provides the majority of its services in
the Middle East and Africa.
Funded and Unfunded Backlog
---------------------------
The Registrant's funded backlog, which comprises that portion of uncompleted
work represented by signed contracts and for which the procuring agency has
appropriated and allocated the funds to pay for the work, was $300 million at
December 31, 1995 vs. $283 million at December 31, 1994. Total backlog, which
incrementally includes that portion of contract value for which options are
still to be exercised (unfunded backlog), was $508 million at December 31,
1995 vs. $468 million at December 31, 1994.
There is not necessarily a correlation between the foregoing figures and the
Registrant's annual total contract revenues. In the case of multi-year
contracts, total contract revenues are spread over several years and
correspond to the timing of the contract rather than the Registrant's fiscal
year. Many multi-year contracts, particularly with agencies of the U.S.
government, provide for optional renewals on the part of the customer. The
Registrant's experience has been that these optional contract renewals have
generally been exercised. Funded backlog generally is highest during the last
quarter of each of the Registrant's fiscal years because that corresponds to
the first quarter of the U.S. government's fiscal year, which is when many such
government contract renewals occur.
Customers
---------
No individual contract accounted for more than 10% of the Registrant's total
contract revenues in 1995, 1994 or 1993; however, several contracts with the
State of Illinois provided 10.5% and 13.5% of the Registrant's total contract
revenues in 1995 and 1994, respectively. Several contracts with the U.S.
Department of Navy also provided 10.9%, 12.1% and 10.9% of the Registrant's
1995, 1994 and 1993 total contract revenues, respectively.
Competitive Conditions
----------------------
The Registrant's business is highly competitive with respect to all principal
services it offers. Baker competes with numerous firms which provide some or
all of the services provided by the Registrant. The competitive conditions
in the Registrant's businesses relate to the nature of the contracts being
pursued. Public-sector contracts, consisting mostly of contracts with federal
and state governmental entities, are generally awarded through a competitive
bidding process, subject to the contractors' qualifications, licensure and
demonstrated abilities. The Baker business units employ extensive cost
estimating, scheduling and other computerized techniques for the preparation
of these competitive bids. Private-sector contractors compete on the bases
of qualifications and licensure, quality of performance, price of services and
other related factors. Such private-sector contracts are generally awarded on
a negotiated basis.
The Registrant believes that the principal competitive factors (in various
orders of importance) in the areas of services it offers are quality of
service, reputation, experience, technical proficiency and cost of service.
The Registrant believes that it is well positioned to compete effectively by
emphasizing its full range of professional services.
Seasonality
-----------
Based upon the Registrant's experience, total contract revenues and net income
during the first and fourth quarters from engineering and construction-related
services tend to be lower than the remaining quarters due to winter weather
conditions, particularly for projects in the Northeast and Midwest regions of
the United States.
Personnel
-----------
At December 31, 1995, the Registrant employed approximately 3,100 persons,
broken down by business unit as follows:
Buildings unit--470 Environmental unit--210
Civil unit--1,210 Transportation unit--610
Energy unit--570 Corporate staff--30
None of the Registrant's engineering employees are represented by labor unions;
however, its construction personnel are generally covered by collective
bargaining agreements, as are certain BSSI employees in the Civil unit.
Currently, the Registrant considers its relationships with labor unions to be
good.
Item 2. Properties
----------
The principal office of the Registrant is located at the Airport Office Park,
420 Rouser Road, Coraopolis, Pennsylvania 15108, at which approximately
122,000 square feet of office space is leased for use by the Registrant's
Buildings, Environmental and Transportation units and, to a much lesser extent,
by its corporate staff. The Registrant owns a 75,000 square foot office
building located in Beaver County, Pennsylvania, which is situated on a 175
acre site and utilized as the principal office of the Registrant's Civil unit.
The Registrant leases an aggregate of approximately 388,000 square feet of
office-related floor space, including the principal office. The space leased
by business unit is as follows:
The Buildings unit leases approximately 66,000 square feet in:
Orlando, Florida Coraopolis, Pennsylvania
Chicago, Illinois Pittsburgh, Pennsylvania
The Civil unit leases approximately 89,000 square feet in:
Baltimore, Maryland Dallas, Texas
Jackson, Mississippi Alexandria, Virginia
Vestal, New York Virginia Beach, Virginia
The Energy unit leases approximately 28,000 square feet in:
Cypress, Texas Middlesex, United Kingdom
Abu Dhabi, United Arab Emirates
Environmental Unit leases approximately 49,000 square feet in:
Merrillville, Indiana Coraopolis, Pennsylvania
Princeton, New Jersey
The Transportation unit leases approximately 132,000 square feet in:
Anchorage, Alaska Coraopolis, Pennsylvania
Phoenix, Arizona Gibsonia, Pennsylvania
Fort Smith, Arkansas Harrisburg, Pennsylvania
Tampa, Florida Pittsburgh, Pennsylvania
Chicago, Illinois Richmond, Virginia
Princeton, New Jersey Virginia Beach, Virginia
Elmsford, New York Charleston, West Virginia
The Corporate staff utilizes approximately 24,000 square feet of leased space
in Coraopolis and New Brighton, Pennsylvania.
Item 3. Legal Proceedings
-----------------
The Registrant has been named as a defendant or co-defendant in legal
proceedings wherein substantial damages are claimed. Such proceedings are not
uncommon to the Registrant's business. After consultations with counsel,
management believes that the Registrant has recognized adequate provisions for
these proceedings and their ultimate resolutions will not have a material
adverse effect on the consolidated financial position or annual results of
operations of the Registrant. The most significant of these proceedings are
discussed below.
In 1987, a lawsuit was brought in the Supreme Court of the State of New York,
Bronx County, by the Dormitory Authority of the State of New York against a
number of parties, including the Registrant and one of its wholly-owned
subsidiaries, that asserts breach of contract and alleges damages of $13
million. The Registrant, which was not a party to the contract underlying the
lawsuit, contends that there is no jurisdiction with respect to the Registrant
and that it cannot be held liable for any conduct of the subsidiary. Both the
Registrant and the subsidiary are contesting liability issues and have filed
cross-claims and third-party claims against the other entities involved in the
project.
In September 1991, the Registrant, through a newly formed subsidiary, Baker
Mellon Stuart Construction, Inc. ("BMSCI", formerly Mellon Stuart Construction,
Inc.), acquired certain assets and contracts from Federal Street Construction
Co., Inc. ("FSC"), which thereafter continued to perform services under various
contracts that were not acquired by BMSCI. On May 11, 1992, a public body
that had contracted with FSC in 1989 to construct a $38 million project filed
a lawsuit in state court in Illinois (County of Cook v. Mellon Stuart Company,
et al., Circuit Court, Illinois) against FSC and its surety alleging various
claims in connection with the contract. This contract was not acquired by
BMSCI, but the plaintiff also named the Registrant, BMSCI and another
subsidiary as defendants based upon a legal theory of successor liability by
virtue of the sale of certain assets and contracts to BMSCI by FSC. On
November 15, 1995, a motion was granted ordering that the settlement agreement
between FSC and the public body was entered into in good faith, and the case
against the Registrant and its subsidiaries was dismissed without prejudice.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to a vote of the Registrant's security holders
during the fourth quarter of 1995.
Executive Officers of the Registrant
- ------------------------------------
The following represents a listing of executive officers of the Registrant
as of December 31, 1995.
CHARLES I. HOMAN - Age 52; President, Chief Executive Officer and a Director
of the Registrant since October 1994. Mr. Homan previously served as
Executive Vice President of the Registrant from 1990 through September 1994,
and as President of Michael Baker, Jr., Inc., a subsidiary of the Registrant,
from 1983 through September 1994. He has been employed by the Registrant in
various capacities since 1965. Mr. Homan has also served as a director of
Century Financial Corporation since 1994.
J. ROBERT WHITE - Age 53; Executive Vice President, Chief Financial Officer
and Treasurer of the Registrant since July 1994, and a Director since August
1994. Prior to joining the Registrant, Mr. White served 21 years in various
capacities with Westinghouse Electric Corp., most recently as Assistant
Director of Investor Relations from 1989 through June 1994.
DONALD J. NELSON - Age 51; Executive Vice President of the Registrant from 1991
until his resignation in January 1996. Mr. Nelson previously served as a
Director from 1984 through April 1994, and as Chief Financial Officer of the
Registrant from 1987 through April 1994. He had been employed by the
Registrant in various capacities since 1965.
DONALD P. FUSILLI, Jr. - Age 44; Executive Vice President of the Registrant
since 1991 and President of Baker/MO Services, Inc., a subsidiary of the
Registrant, since May 1995. Mr. Fusilli previously served as General Counsel
and Secretary of the Registrant from 1986 through August 1994. He has been
employed by the Registrant in various capacities since 1973.
JOHN C. HAYWARD - Age 48; Executive Vice President of the Registrant since
January 1995 and President of Michael Baker Jr., Inc. since October 1994. Mr.
Hayward previously served as Senior Vice President of Michael Baker Jr., Inc.
from 1989 through September 1994. He has been employed by the Registrant in
various capacities since 1974.
ANDREW P. PAJAK - Age 46; Executive Vice President of the Registrant since
January 1995 and President of Baker Environmental, Inc., a subsidiary of the
Registrant, since 1990. Mr. Pajak previously served as Senior Vice President
of Baker Environmental, Inc. from 1988 through 1990. He has been employed by
the Registrant in various capacities since 1981.
EDWARD L. WILEY - Age 52; Executive Vice President of the Registrant since
January 1995 and Executive Vice President of Michael Baker Jr., Inc. since
October 1994. Mr. Wiley previously served as Senior Vice President of Michael
Baker Jr., Inc. from 1989 through September 1994. He has been employed by the
Registrant in various capacities since 1968.
GLENN S. BURNS - Age 46; Executive Vice President of the Registrant and
President of BMSCI since May 1995. Mr. Burns previously served as Vice
President, General Counsel and Secretary of the Registrant from August 1994 to
October 1995 and as Assistant General Counsel from 1991 through August 1994.
Prior to 1991 and at the time of the acquisition of certain assets and
contracts of FSC by BMSCI, Mr. Burns served as General Counsel for FSC.
H. JAMES MCKNIGHT - Age 51; Vice President, General Counsel and Secretary of
the Registrant since September 1995. Mr. McKnight previously served as counsel
to International Technology Corporation from February 1995 through September
1995, and was a self-employed consultant from November 1992 through February
1995. Prior to being self-employed, Mr. McKnight was Vice President, General
Counsel and Secretary for Vectura Group, Inc.
Executive officers of the Registrant serve at the pleasure of the Board of
Directors and are elected by the Board annually for a term of office
extending through the election and qualification of their successors.
PART II
Item 5. Market for the Registrant's Common Stock and Related Security
------------------------------------------------------------
Holder Matters
---------------
Information relating to the market for the Registrant's Common Stock and
other matters related to the holders thereof is set forth in the "Supplemental
Financial Information" section of Exhibit 13.1 to this Form 10-K. Such
information is incorporated herein by reference.
The Registrant's present policy is to retain any earnings to fund the
operations and growth of the Registrant. The Registrant has not paid any cash
dividends since 1983 and has no plans to do so for the foreseeable future. The
declaration and payment of dividends is currently limited to $2 million through
May 31, 1998, by the Registrant's secured credit agreement with Mellon Bank,
N.A.
At March 15, 1996, the Registrant had 1,595 Common Stock holders and 730 Series
B Common Stock holders.
Item 6. Selected Financial Data
-----------------------
A summary of selected financial data for the Registrant, including each of the
last five fiscal years in the period ended December 31, 1995, is set forth in
the "Selected Financial Data" section of Exhibit 13.1 to this Form 10-K. Such
summary is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations
-------------------------
A discussion of the Registrant's financial condition, cash flows and results
of operations is set forth in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of Exhibit 13.1 to this
Form 10-K. Such discussion is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
The consolidated financial statements, together with the report thereon of
Price Waterhouse LLP, dated February 16, 1996, except as to Notes 6 and 12,
which are as of March 22, 1996, are set forth within Exhibit 13.1 to this Form
10-K. Such financial statements and the "Supplemental Financial Information"
section, which follows within the same exhibit, are incorporated herein by
reference. The report of Arthur Andersen LLP on the consolidated financial
statements for the year ended December 31, 1993, is dated February 14, 1994,
and attached hereto as Exhibit 99.3.
Item 9. Changes in and Disagreements With Accountants on
------------------------------------------------
Accounting and Financial Disclosure
-----------------------------------
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Information relating to the Directors of the Registrant appears beneath the
caption "Election of Directors" in the Registrant's definitive Proxy Statement
which will be distributed in connection with the 1996 Annual Meeting of
Shareholders and which will be filed with the Securities and Exchange
Commission pursuant to Regulation 14A. Information relating to compliance
with Section 16(a) of the Securities Exchange Act of 1934 appears beneath the
caption "Directors and Officers" of such Proxy Statement. Such information is
incorporated herein by reference. Information relating to the executive
officers of the Registrant is set forth in Part I of this Report under the
caption "Executive Officers of the Registrant." Such information is
incorporated herein by reference.
Item 11. Executive Compensation
----------------------
Information relating to executive compensation appears beneath the caption
"Directors and Officers" in the Registrant's definitive Proxy Statement which
will be distributed in connection with the 1996 Annual Meeting of Shareholders
and which will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A. Such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Information relating to the ownership of equity securities by beneficial
owners of 5% or more of the common stock of the Registrant and by management
has been set forth under the caption "Stock Ownership of Certain Beneficial
Owners and Management" in the Registrant's definitive Proxy Statement which
will be distributed in connection with the 1996 Annual Meeting of Shareholders
and which will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A. Such information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
Information concerning certain relationships and transactions between the
Registrant and its directors and officers appears beneath the caption
"Directors and Officers" in the Registrant's definitive Proxy Statement which
will be distributed in connection with its 1996 Annual Meeting of Shareholders
and which will be filed with the Securities and Exchange Commission pursuant to
Regulation 14A. Such information is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(a)(1) The following financial statements are incorporated in Item 8 of
Part II of this Report by reference to the consolidated financial statements
within Exhibit 13.1 to this Form 10-K:
Consolidated Balance Sheet as of December 31, 1995 and 1994
Consolidated Statement of Income for the three years
ended December 31, 1995
Consolidated Statement of Cash Flows for the three years
ended December 31, 1995
Consolidated Statement of Shareholders' Investment for
the three years ended December 31, 1995
Notes to Consolidated Financial Statements
Report of Independent Accountants (Price Waterhouse LLP)
The report of Arthur Andersen LLP on the consolidated financial statements for
the year ended December 31, 1993, is attached hereto as Exhibit 99.3.
(a)(2) Financial Statement Schedule for the three years ended
December 31, 1995:
Schedule II - Valuation and Qualifying Accounts
Report of Independent Accountants on Financial Statement
Schedule for the two years ended December 31, 1995
(included as Exhibit 99.2 to this Form 10-K)
Report of Independent Public Accountants on Financial
Statement Schedule for the year ended December 31, 1993
(included within Exhibit 99.3 to this Form 10-K)
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.
(a)(3) The following exhibits are included herewith as a part of this Report:
Exhibit No. Description
- ----------- -----------
10.1 Agreement for the sale and purchase of the
whole of the issued share capital of certain
companies among Messrs. Robert A. Rudin, John
P. Prendergast, David S. Hall and Baker/OTS
Inc., filed as Exhibit 1 to the Registrant's
Report on Form 8-K dated March 17, 1993, and
incorporated herein by reference.
10.2 1995 Incentive Compensation Plan of Michael
Baker Corporation, filed herewith.
10.3 Asset Purchase Agreement by and among Mellon
Stuart Company, Cameron Construction Company,
Mellon Stuart Construction, Inc. and the
Registrant, filed as Exhibit 1 to the
Registrant's Report on Form 8-K dated
September 3, 1991, and incorporated herein by
reference.
10.4 Employment Agreement dated as of April 12,
1988, Supplemental Agreement No. 1 dated as
of March 17, 1992, and Supplemental Agreement
No. 2 dated as of October 1, 1994 by and
between the Registrant and Richard L. Shaw,
filed as Exhibit 10.6 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by
reference.
10.5 Second Amended and Restated Credit Agreement
by and among Michael Baker Corporation and
Subsidiaries and Mellon Bank, N.A. dated as
of April 13, 1995, filed as Exhibit 10.11 to
the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994, and
incorporated herein by reference.
10.6 First Amendment to Second Amended and Restated
Credit Agreement by and among Michael Baker
Corporation and Subsidiaries and Mellon Bank,
N.A. dated as of March 22, 1996, filed
herewith.
10.7 Michael Baker Corporation 1995 Stock Incentive
Plan, filed as Exhibit A to the Registrant's
definitive Proxy Statement with respect to its
1995 Annual Meeting of Shareholders, and
incorporated herein by reference.
13.1 Financial Section of Annual Report to
Shareholders for the year ended December 31,
1995, including Selected Financial Data,
Management's Discussion and Analysis of
Financial Condition and Results of Operations,
Consolidated Financial Statements as of
December 31, 1995 and for the three years then
ended, Report of Independent Accountants (Price
Waterhouse LLP), and Supplemental Financial
Information, filed herewith.
21.1 Subsidiaries of the Registrant, filed herewith.
23.1 Consent of Independent Accountants (Price
Waterhouse LLP), filed herewith.
23.2 Consent of Independent Public Accountants
(Arthur Andersen LLP), filed herewith.
99.1 Form 11-K for the Michael Baker Corporation
Employee Stock Ownership Plan for the year
ended December 31, 1995, filed herewith.
99.2 Report of Independent Accountants (Price
Waterhouse LLP) on financial statement schedule
for the two years ended December 31, 1995,
filed herewith.
99.3 Report of Independent Public Accountants
(Arthur Andersen LLP) on consolidated financial
statements and on financial statement schedule
for the year ended December 31, 1993, filed herewith.
(b) The Registrant filed no reports on Form 8-K during the fourth quarter
of 1995.
SIGNATURES
------------
Pursuant to the requirements of Section 13 or 15(d) 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: March 28, 1996 By /s/ Charles I. Homan
--------------------
Charles I. Homan, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Richard L. Shaw Chairman of the Board March 28, 1996
- -------------------
Richard L. Shaw
/s/ Charles I. Homan Director, President March 28, 1996
- --------------------- and Chief Executive
Charles I. Homan Officer
/s/ J. Robert White Director, Executive March 28, 1996
- ------------------- Vice President,
J. Robert White Chief Financial
Officer and Treasurer
(Principal Financial and
Accounting Officer)
- ------------------- Director March 28, 1996
William J. Copeland
/s/ Roy V. Gavert, Jr. Director March 28, 1996
- ----------------------
Roy V. Gavert, Jr.
/s/ Jack B. Hoey Director March 28, 1996
- --------------------
Jack B. Hoey
/s/ Thomas D. Larson Director March 28, 1996
- ---------------------
Thomas D. Larson
- ---------------------- Director March 28, 1996
Konrad M. Weis
/s/ William A. Wulf Director March 28, 1996
- -----------------------
William A. Wulf
MICHAEL BAKER CORPORATION
Schedule II - Valuation and Qualifying Accounts
For the three years ended December 31, 1995
(In thousands)
- --------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Additions
------------------------
Charge to
Balance at Charge to other accts Deductions Balance at
Description beg. of yr. expense describe describe* end of yr
- ---------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995:
Allowance for
doubtful accts $667 $1,000 $0 ($310) $1,357
- ---------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994:
Allowance for
doubtful accts $2,305 $2,076 $0 ($3,714) $667
- ----------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993:
Allowance for
doubtful accts $529 $1,904 $0 ($128) $2,305
- ----------------------------------------------------------------------------
* Accounts receivable written off during the year.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1995
EXHIBITS
Exhibit No. Description
- ----------- -----------
10.1 Agreement for the sale and purchase of the whole
of the issued share capital of certain companies
among Messrs. Robert A. Rudin, John P.
Prendergast, David S. Hall and Baker/OTS Inc.,
filed as Exhibit 1 to the Registrant's Report on
Form 8-K dated March 17, 1993, and incorporated
herein by reference.
10.2 1995 Incentive Compensation Plan of Michael Baker
Corporation, filed herewith.
10.3 Asset Purchase Agreement by and among Mellon
Stuart Company, Cameron Construction Company,
Mellon Stuart Construction, Inc. and the
Registrant, filed as Exhibit 1 to the
Registrant's Report on Form 8-K dated September 3,
1991, and incorporated herein by reference.
10.4 Employment Agreement dated as of April 12, 1988,
Supplemental Agreement No. 1 dated as of March
17, 1992, and Supplemental Agreement No. 2 dated
as of October 1, 1994 by and between the
Registrant and Richard L. Shaw, filed as Exhibit
10.6 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994, and incorporated
herein by reference.
10.5 Second Amended and Restated Credit Agreement by
and among Michael Baker Corporation and
Subsidiaries and Mellon Bank, N.A. dated as of
April 13, 1995, filed as Exhibit 10.11 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated
herein by reference.
10.6 First Amendment to Second Amended and Restated
Credit Agreement by and among Michael Baker
Corporation and Subsidiaries and Mellon Bank,
N.A. dated as of March 22, 1996, filed herewith.
10.7 Michael Baker Corporation 1995 Stock Incentive
Plan, filed as Exhibit A to the Registrant's
definitive Proxy Statement with respect to its
1995 Annual Meeting of Shareholders, and
incorporated herein by reference.
13.1 Financial Section of Annual Report to
Shareholders for the year ended December 31,
1995, including Selected Financial Data,
Management's Discussion and Analysis of Financial
Condition and Results of Operations, Consolidated
Financial Statements as of December 31, 1995 and
for the three years then ended, Report of
Independent Accountants (Price Waterhouse LLP),
and Supplemental Financial Information, filed
herewith.
21.1 Subsidiaries of the Registrant, filed herewith.
23.1 Consent of Independent Accountants (Price
Waterhouse LLP), filed herewith.
23.2 Consent of Independent Public Accountants (Arthur
Andersen LLP), filed herewith.
99.1 Form 11-K for the Michael Baker Corporation
Employee Stock Ownership Plan for the year ended
December 31, 1995, filed herewith.
99.2 Report of Independent Accountants (Price
Waterhouse LLP) on financial statement schedule
for the two years ended December 31, 1995, filed
herewith.
99.3 Report of Independent Public Accountants (Arthur
Andersen LLP) on consolidated financial
statements and on financial statement schedule
for the year ended December 31, 1993, filed
herewith.