UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Michael Baker Corporation
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
057149106
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(CUSIP Number)
December 31, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 6 pages
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CUSIP No. 057149106 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management, a separate operating unit of
Goldman, Sachs & Co.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 895,400
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
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Each 7. Sole Dispositive Power
Reporting 1,143,300
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,143,300
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
16.5%
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12. Type of Reporting Person
IA
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Page 2 of 6 pages
Item 2(b). Goldman Sachs Asset Management
32 Old Slip
New York, NY 10005
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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* In accordance with Securities and Exchange Commission ("SEC") Release No.
34-39538 (January 12, 1998), this filing reflects the securities beneficially
owned by the asset management unit of Goldman, Sachs & Co. (the "Asset
Management Unit"). This filing does not reflect securities, if any, beneficially
owned by any other operating unit of Goldman, Sachs & Co. The Asset Management
Unit disclaims beneficial ownership of the securities beneficially owned by (i)
any client accounts with respect to which it or its employees have voting or
investment discretion, or both, and (ii) certain investment entities, of which
its affiliate is the general partner, managing general partner or other manager,
to the extent interests in such entities are held by persons other than the
Asset Management Unit.
Page 3 of 6 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 14, 2001
GOLDMAN, SACHS & CO. on behalf of
Goldman Sachs Asset Management
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Page 4 of 6 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Power of Attorney, dated December 08, 2000, relating to
Goldman, Sachs & Co.
Page 5 of 6 pages
Exhibit (99.1)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 8th, 2000.
GOLDMAN, SACHS & CO.
By: s/ Gregory K. Palm
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Name: Gregory K. Palm
Title: Managing Director
Page 6 of 6 pages