UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 19, 2004
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MICHAEL BAKER CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
PENNSYLVANIA
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(State or Other Jurisdiction of Incorporation)
1-6627 25-0927646
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(Commission File Number) (IRS Employer Identification No.)
100 AIRSIDE DRIVE
MOON TOWNSHIP, PENNSYLVANIA 15108
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(Address of Principal Executive Offices) (Zip Code)
(412) 269-6300
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE
BENEFIT PLANS.
On November 19, 2004, Michael Baker Corporation ("Michael Baker") sent
a notice to directors and executive officers of Michael Baker informing them,
among other things, that a blackout period with respect to the Michael Baker
Corporation Employee Stock Ownership Plan will be in effect beginning at 4:00
p.m. E.T. on December 22, 2004, and will continue until the week of January 9,
2005. Michael Baker provided the notice to its directors and executive officers
in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of
Regulation BTR. During the blackout period and for a period of two years after
the ending date of the blackout period, a security holder or other interested
person may obtain, without charge, the actual ending date of the blackout period
by contacting James McKnight, Executive Vice President General Counsel and
Corporate Secretary, 100 Airside Drive, Moon Township, Pennsylvania 15108,
telephone (412) 269-2532.
A copy of the notice is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibit is filed with this report on Form 8-K:
Exhibit No. Description
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99.1 Notice of Blackout Period to Directors and Executive Officers
of Michael Baker Corporation, dated November 19, 2004.
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
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Executive Vice President and Chief
Financial Officer
Date: November 19, 2004
EXHIBIT INDEX
Number Description Method of Filing
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99.1 Notice of Blackout Period to Directors and
Executive Officers of Michael Baker Corporation,
dated November 19, 2004. Filed herewith