SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 1, 1999
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MICHAEL BAKER CORPORATION
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-6627 25-0927646
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(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
AIRPORT OFFICE PARK, BUILDING 3, 420 ROUSER ROAD, CORAOPOLIS, PA 15108
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 269-6300
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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(a) On September 1, 1999, Baker/MO Services, Inc. ("Baker/MO"), a wholly-owned
subsidiary of Michael Baker Corporation (the "Company"), purchased all of the
outstanding shares of capital stock of Steen Production Service, Inc. ("Steen"),
a Louisiana corporation, from its shareholders, Messrs. J. Orville Steen and
Stephen P. Roan (the "Sellers"). Steen is an operations and maintenance company
which provides pumping and gauging services to oil and gas facilities in the
Gulf of Mexico. Steen has annual revenues totaling approximately $17 million and
about 300 full-time operations, supervisory and administrative personnel.
The purchase price (the "Purchase Price") for the shares of Steen was
$10,951,063, including promissory notes totaling $4,380,425, which will be
repaid to the Sellers in two equal annual installments, and including certain
non-competition covenants valued at $2,000,000. Interest on the promissory notes
will accrue from September 1, 1999 at the prime rate as announced by Mellon
Bank, N.A., and also will be paid in two annual installments. The Company has
guaranteed Baker/MO's obligation to repay all principal and interest under the
promissory notes. In addition, the Company, through its Baker/MO subsidiary,
entered into five-year employment agreements with each of the Sellers.
The Purchase Price was determined through negotiation between the parties. Funds
used to pay the portion of the Purchase Price due to the Sellers at closing were
borrowed under the Company's $25 million credit agreement with Mellon Bank, N.A.
Steen's assets comprise primarily liquid items consistent with the
service-oriented nature of their business. Customer accounts receivable
typically represents approximately two-thirds of Steen's total assets. Steen's
remaining assets comprise cash and cash equivalents, other miscellaneous current
assets and certain fixed assets, primarily marine equipment required to operate
the business.
(b) The Company currently intends that all of the Steen fixed assets will
continue to be deployed in the ordinary course of operating Steen's existing
business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) It is impracticable to file herewith the financial statements required by
this Item. Such financial statements shall be filed as soon as practicable, but
not later than November 15, 1999.
(b) It is impracticable to file herewith the pro forma financial statements
required by this Item. Such pro forma financial statements shall be filed as
soon as practicable, but not later than November 15, 1999.
(c) The exhibit identified below is filed herewith as a part of this report. The
Company hereby agrees to furnish to the Commission, upon request, a copy of any
omitted schedule or exhibit to the agreement identified below.
Exhibit 10.1 Stock Purchase Agreement by and among Baker/MO Services, Inc.,
Steen Production Service, Inc., J. Orville Steen and
Stephen P. Roan
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 hereunto duly authorized.
MICHAEL BAKER CORPORATION
Date: September 15, 1999 /s/ J. ROBERT WHITE
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J. Robert White
Executive Vice President, Chief
Financial Officer and Treasurer