UNITED STATES 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: May 28, 2003 MICHAEL BAKER CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-6627 25-0927646 (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification of incorporation) Number) Airside Business Park 100 Airside Drive Moon Township, Pennsylvania 15108 (Address of Principal Executive Offices) (412) 269-6300 (Registrant's Telephone Number, including Area Code) Item 7. Financial Statements and Exhibits. (c) Exhibits The following exhibit is filed with this report on Form 8-K: Exhibit No. Description ----------- ----------- 99.1 Press release issued May 28, 2003. Item 9. Disclosure of Results of Operations and Financial Condition. The information contained in this Item 9 is being furnished pursuant to Item 12 of Form 8-K, "Results of Operations and Financial Condition," in accordance with the interim guidance provided by the Securities and Exchange Commission in Release No. 33-8216 issued March 27, 2003. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 28, 2003, Michael Baker Corporation (the "Company") issued a press release reporting the Company's financial results for the quarter ended March 31, 2003. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICHAEL BAKER CORPORATION By: /s/ William P. Mooney ----------------------------------- Executive Vice President and Chief Financial Officer Date: May 28, 2003 EXHIBIT INDEX Number Description Method of Filing ------ ----------- ---------------- 99.1 Press release dated May 28, 2003 Filed herewith