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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):
November 16, 1999
MICHAEL BAKER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 1-6627 25-0927646
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
Airport Office Park, Building 3, 420 Rouser Road, Coraopolis, Pa 15108
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(Address of principal executive offices)
(412) 269-6300
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(Registrant's telephone number)
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Item 5. Other Events.
Effective November 11, 1999, the Board of Directors of Michael
Baker Corporation (the "Company") declared a distribution of one Right for each
outstanding share of common stock, par value $1.00 per share (the "COMPANY
COMMON STOCK"), to shareholders of record at the close of business on November
30, 1999 (the "RECORD DATE") and for each share of Company Common Stock issued
(including shares distributed from treasury) by the Company thereafter and prior
to the Distribution Date (as defined below). Each Right entitles the registered
holder, subject to the terms of the Rights Agreement (as defined below), to
purchase from the Company one one-hundredth of a share (a "UNIT") of Company
Common Stock, at a Purchase Price of $27.00 per Unit, subject to adjustment. The
Purchase Price is payable in cash or by certified or bank check or money order
payable to the order of the Company. The description and terms of the Rights are
set forth in a Rights Agreement between the Company and American Stock Transfer
and Trust Company, as Rights Agent (the "RIGHTS AGREEMENT").
Initially, the Rights will attach to all certificates
representing shares of outstanding Company Common Stock, and no separate Rights
Certificates will be distributed. The Rights will separate from the Company
Common Stock and the "DISTRIBUTION DATE" will occur upon the earlier of (i) 10
business days following a public announcement (the date of such announcement
being the "SHARES ACQUISITION DATE") that a person or group of affiliated or
associated persons (other than the Company, any subsidiary of the Company, any
employee benefit plan of the Company or such subsidiary, or the trust maintained
by the Company's employee stock ownership plan) (an "ACQUIRING PERSON") has
acquired, obtained the right to acquire, or otherwise obtained beneficial
ownership of 25% or more of the then outstanding shares of Company Common Stock,
and (ii) 10 business days (or such later date as may be determined by action of
the Board of Directors prior to such time as any person becomes an Acquiring
Person) following the commencement of a tender offer or exchange offer that
would result in a person or group beneficially owning 25% or more of the Company
Common Stock from time to time outstanding.
The Rights Agreement provides that, until the Distribution
Date, (i) the Rights will be evidenced by Company Common Stock certificates and
will be transferred with and only with such Company Common Stock certificates,
(ii) new Company Common Stock certificates issued after the Record Date (also
including shares distributed from treasury) will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates representing outstanding Company Common Stock will
also constitute the transfer of the Rights associated with the Company Common
Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on the tenth anniversary of the Rights
Agreement unless earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Company Common Stock as of
the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights.
In the event that (i) the Company is the surviving corporation
in a merger with an Acquiring Person and shares of Company Common Stock shall
remain outstanding, (ii) an Acquiring Person becomes the beneficial owner of 25%
or more of the then outstanding shares of Company Common Stock, (iii) an
Acquiring Person engages in one or more "self-dealing" transactions as set forth
in the Rights Agreement, or (iv) during such time as there is an Acquiring
Person, an event occurs which results in such Acquiring Person's ownership
interest being increased by more than 1% (e.g., by means of a reverse stock
split or recapitalization), then, in each such case, each holder of a Right will
thereafter have the right to acquire, upon
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exercise of such Right, that number of shares of Company Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. The exercise price
is the Purchase Price multiplied by the number of Units of Company Common Stock
issuable upon exercise of a Right prior to the events described in this
paragraph. Notwithstanding any of the foregoing, following the occurrence of any
of the events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.
The Company may, at the Board of Directors' option, at any
time after any Person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (other than those that have become null
and void)for Company Common Stock at an exchange ratio of one share of Company
Common Stock per Right, as adjusted to reflect any stock split, stock dividend,
or similar transaction. The Company may not, however, effect such an exchange
after any Person becomes the owner of 50% or more of the Company's Common Stock.
In the event that, at any time following the Shares
Acquisition Date, (i) the Company is acquired in a merger or other business
combination transaction and the Company is not the surviving corporation (other
than a merger described in the preceding paragraph), (ii) any Person
consolidates or merges with the Company and all or part of the Company Common
Stock is converted or exchanged for securities, cash or property of any other
Person or (iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as described above) shall thereafter have the right to acquire, upon
exercise of such Right, common stock of the Acquiring Person having a value
equal to two times the exercise price of the Right.
The Purchase Price and the number of Units or shares, as the
case may be, of the Company Common Stock issuable upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or subdivision, combination or reclassification of, the
Company Common Stock, (ii) if holders of the Company Common Stock are granted
certain rights or warrants to subscribe for Company Common Stock or convertible
securities at less than the current market price of the Company Common Stock, or
(iii) upon the distribution to the holders of the Company Common Stock of
evidences of indebtedness, cash or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. The Company is not required to issue fractional Units or shares
of the Company Common Stock. In lieu thereof, an adjustment in cash may be made
based on the market price of the Company Common Stock prior to the date of
exercise or exchange.
At any time until ten business days following the Shares
Acquisition Date, a majority of the Directors in accordance with the Company's
By-Laws may redeem the Rights in whole, but not in part, at a price of $0.001
per Right (subject to adjustment in certain events) (the "REDEMPTION PRICE"),
payable, at the election of such majority of the Directors in accordance with
the Company's By-Laws, in cash or shares of Company Common Stock. Immediately
upon the action of a majority of the Directors in accordance with the Company's
By-Laws ordering the redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised or exchanged, the holder thereof,
as such, will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution of
the Rights will not be taxable to shareholder or to the Company, shareholders
may, depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable or exchangeable for Units or shares of
Company Common Stock (or other consideration).
Any of the provisions of the Rights Agreement may be amended
without the approval of the holders of Company Common Stock at any time prior to
the Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to
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adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed as part of this current
report:
Exhibit No. Document
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4. Rights Agreement, dated November 16, 1999, between Michael
Baker Corporation and American Stock Transfer and Trust
Company, with the form of Right Certificate attached as
Exhibit A and a Summary of Rights to Acquire Common Stock
attached as Exhibit B. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as soon as
practicable after the earlier of (i) the tenth day after
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 25% or more of the Company's Common
Stock or (ii) the tenth business day (or such later date as
may be determined by action of the Board of Directors prior to
the time a person or group becomes an Acquiring Person) after
the commencement of, or the announcement of an intention to
make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or
group of 25% or more of the Company's Common Stock. Pursuant
to the Rights Agreement, the Summary of Rights to Acquire
Common Stock will be mailed as soon as practicable following
the Record Date to the holders of the Common Stock as of the
close of business on the Record Date.
99. Press release dated November 16, 1999.
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
By: /s/ H. James McKnight
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Name: H. James McKnight
Title: Vice President, General Counsel and
Secretary
Date: November 16, 1999
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MICHAEL BAKER CORPORATION
FORM 8-K
DATE OF REPORT: NOVEMBER 16, 1999
EXHIBIT INDEX
The following exhibits are filed as part of this current
report on Form 8-K:
Exhibit No. Document
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4. Rights Agreement, dated November 16, 1999, between Michael
Baker Corporation and American Stock Transfer and Trust
Company, with the form of Right Certificate attached as
Exhibit A and a Summary of Rights to Acquire Common Stock
attached as Exhibit B. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as soon as
practicable after the earlier of (i) the tenth day after
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 25% or more of the Company's Common
Stock or (ii) the tenth business day (or such later date as
may be determined by action of the Board of Directors prior to
the time a person or group becomes an Acquiring Person) after
the commencement of, or the announcement of an intention to
make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or
group of 25% or more of the Company's Common Stock. Pursuant
to the Rights Agreement, the Summary of Rights to Acquire
Common Stock will be mailed as soon as practicable following
the Record Date to the holders of the Common Stock as of the
close of business on the Record Date.
99. Press release dated November 16, 1999.