================================================================================
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 21, 2006
MICHAEL BAKER CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-6627 25-0927646
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
100 Airside Drive
Moon Township, Pennsylvania 15108
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(412) 269-6300
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
-------------------------------------------------------------
(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 8 - OTHER EVENTS
ITEM 8.01
On November 21, 2006, Michael Baker Corporation (the "Company")
(Amex:BKR) announced that it has completed the determination of the financial
accounting treatment related to the receipt of a letter from a state Department
of Revenue advising that the Company's November 2006 payment of sales and use
taxes and related interest totaling approximately $121,000 satisfies the terms
of that state's voluntary disclosure program and that no further taxes are due
for the period January 1, 2002 through August 31, 2006.
Accordingly, the Company has determined that it will reverse an amount
of $4.7 million, which represents the net of the amount accrued as a liability
for potential sales and use taxes and related interest less the payment
referenced above, for the time period above. That reversal, and its expected
effect on the Company's effective tax rate, which will be included in the
Company's fourth quarter 2006 financial results, equates to approximately $0.30
to $0.33 of earnings per diluted common share. A copy of the press release
making this announcement is attached to this report as Exhibit 99.1 and
incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01
(d) Exhibits.
The following exhibit is furnished with this report on Form 8-K:
Exhibit No. Description
----------- --------------------------------------
99.1 Press release dated November 21, 2006.
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: November 27, 2006
EXHIBIT INDEX
Number Description Method of Filing
------ -------------------------------------- ----------------
99.1 Press release dated November 21, 2006. Filed herewith.