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) September 30, 2009
MICHAEL BAKER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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| 1-6627
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25-0927646 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 100 Airside Drive |
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| Moon Township, Pennsylvania
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15108 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement.
On September 30, 2009, Michael Baker Corporation (the “Company”) and its wholly-owned
subsidiaries, Baker Holding Corporation, Baker OTS, Inc. and Michael Baker International, Inc.
(each of the Company, Baker Holding Corporation, Baker OTS, Inc., and Michael Baker International,
Inc., a “Seller” and collectively, the “Sellers”) entered into a definitive
agreement with Wood Group E.&P.F. Holdings, Inc., Wood Group Holdings (International) Limited and
Wood Group Engineering and Operations Support Limited, subsidiaries of international energy
services company John Wood Group PLC (each a “Buyer” and, collectively, the
“Buyers”), to sell the stock owned by Michael Baker Corporation in Baker/MO Services, Inc.,
Michael Baker Global, Inc., Baker O&M International, Ltd., Baker Energy de Venezuela, C.A.,
Overseas Technical Services International, Ltd., Baker OTS International, Inc., SD Forty Five,
Ltd., OTS Finance and Management, Ltd., and their respective subsidiaries, (“Baker Energy”)
for cash of $37,944,000. The purchase price is subject to adjustment based on actual net assets
delivered in relation to targeted net assets at September 30, 2009. The sale was completed on
September 30, 2009. The Company also has an agreement in place to sell its interest in B.E.S.
Energy Resources Company, Ltd., (“B.E.S.”) to the Wood Group should the minority interest holder in
B.E.S. not elect to exercise its “Right of First Refusal.” If the minority interest holder elects
to purchase the Company’s interest in B.E.S., it will be for the same purchase price of $1,056,000
as agreed to with the Wood Group.
The foregoing description of the transaction does not purport to be complete and is qualified
in its entirety by reference to the Share Purchase Agreement dated as of September 30, 2009, by and
among the Sellers and the Buyers, which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure under Item 1.01 of this Current Report on Form 8-K is responsive to this Item
and is hereby incorporated by reference.
Item 8.01. Other Events.
On October 1, 2009, the Company issued a press release announcing that it completed the sale
of Baker Energy. The full text of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma Financial Information
The Company’s required Unaudited Pro Forma Financial Information is attached hereto as Exhibit
99.2 and is incorporated herein by reference.