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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) February 24, 2005
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))
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On February 24, 2005, the Board of Directors of Michael Baker Corporation
increased the size of the Board of Directors and appointed Pamela S. Pierce to
fill the resulting vacancy. Ms. Pierce will serve as a director until Michael
Baker's Annual Meeting of Shareholders, when she will stand for election. Ms.
Pierce was appointed as a member of the Audit Committee of the Board. A copy of
the press release issued by Michael Baker on February 24, 2005 announcing this
appointment is included as Exhibit 99.1 of this Current Report on Form 8-K. For
a portion of 2004, Ms. Pierce was President of Huber Energy, an operating
company of J.M. Huber Corporation, from which Baker Energy, a unit of Michael
Baker Corporation, recorded revenues totaling $44.5 million for the year ended
December 31, 2004.
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 Press release dated February 24, 2005 regarding the matter
referenced in Item 5.02.
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: February 25, 2005
EXHIBIT INDEX
Number Description Method of Filing
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99.1 Press release dated February 24, 2005. Filed herewith