Item 2. PROPERTIES
Registrant owns a fee interest in five mini-storage facilities and a thirty percent (30%) interest in a joint venture with DSI Realty Income Fund IX, an affiliated California limited partnership, owning a sixth mini-storage facility, none of which are subject to long-term indebtedness. Additional information is set forth in Registrant's letter to its Limited Partners regarding the Annual Report, attached hereto as Exhibit 2, and incorporated by this reference. The following table sets forth information as of December 31, 1995 regarding properties owned by the Partnership.
Location Size of Net Rentable No. of Completion Parcel Area Rental Units Date
Stockton, CA 2.88 acres 48,017 560 2/11/85
Pittsburg, CA 1.91 acres 30,483 383 6/01/85
El Centro, CA 1.42 acres 24,818 276 4/01/85
Huntington Beach, CA 3.28 acres 62,192 601 6/14/85
Lompoc, CA 2.24 acres 47,472 438 2/28/85
Aurora, CO* 4.6 acres 86,676 887 9/05/85 - ---------- *The Partnership has a 30% fee interest in this facility. DSI Realty Income Fund IX, a California Limited Partnership, (an affiliated partnership) owns a 70% fee interest in this facility.
Item 3.

Item 3. LEGAL PROCEEDINGS
Registrant is not a party to any material pending legal proceedings.
Item 4.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5.

Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Registrant, a publicly-held limited partnership, sold 24,000 limited partnership units during its offering and currently has 957 limited partners of record. There is no intention to sell additional limited partnership units nor is there a market for these units.
Average cash distributions of $11.25 per Limited Partnership Unit were declared and paid each quarter for the year ended December 31, 1995 and $10.62 per quarter for the year ended December 31, 1994. It is Registrant's expectations that distributions will continue to be paid in the future.
Item 6.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
1995 COMPARED TO 1994
Total revenues increased from $1,604,279 in 1994 to $1,636,156 in 1995, while total expenses increased from $1,169,399 to $1,196,068 and income from the real estate joint venture increased from $93,634 to $116,421. As a result, net income increased from $528,514 in 1994 to $556,509 in 1995. The slight increase in rental revenues is due to higher occupancy levels partially offset by lower unit rental rates. Average occupancy levels for the Partnership's five mini-storage facilities increased from 84.2% for the year ended December 31, 1994, to 85.6% for the year ended December 31, 1995. The Partnership is continuing its marketing efforts to attract and keep new tenants in its various mini-storage facilities. The approximate $11,000 (2.5%) increase in operating expenses was primarily due to an increase in maintenance and repair and office expenses partially offset by a decrease in yellow page advertising costs. General and administrative expenses remained relatively constant. The General Partners' incentive management fee increased approximately $6,000 (5.8%) as a result of an increase in cash available for distribution on which this fee is based. The increase in income from the real estate joint venture was the result of higher occupancy and unit rental rates. Average occupancy of the joint venture was 89% in 1995 compared to 83% in 1994.
1994 COMPARED TO 1993
Total revenues increased from $1,590,386 in 1993 to $1,604,279 in 1994, while total expenses increased from $1,157,938 to $1,169,399 and income from the real estate joint venture increased from $89,210 to $93,634. As a result, net income increased from $521,658 in 1993 to $528,514 in 1994. The slight increase in rental revenues is due to higher unit rental rates which are offset to some extent by a slightly lower average occupancy level. Average occupancy levels for the Partnership's five mini-storage facilities decreased from 85.6% for the year ended December 31, 1993, to 84.2% for the year ended December 31, 1994. The Partnership continued to increase rental rates where market conditions made such increases feasible. The Partnership is continuing its marketing efforts to attract and keep new tenants in its various mini-storage facilities. Operating expenses remained stable. The approximate $7,000 (4.6%) increase in general and administrative expenses can be attributed primarily to higher professional fees. The General Partners' incentive management fee increased approximately $4,000 (4.0%) as a result of an increase in cash available for distribution on which this fee is based. The increase in income from the real estate joint venture was the result of higher unit rental rates partially offset by a lower average occupancy percentage experienced by the joint venture's mini-storage facility. Average occupancy of the joint venture was 83% in 1994 compared to 91% in 1993.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities increased approximately $199,000 (21.2%) in 1995 compared to 1994, primarily due to an increase in net income and a reduction in receivables. Net cash provided by operating activities decreased approximately $123,000 (11.6%) in 1994 compared to 1993.
Cash used in financing activities, as set forth in the statements of cash flows, has been limited to distributions paid to the partners. The General Partners determined that effective with the third quarter 1994 distribution which was paid on October 15, 1994, distributions to the limited partners would be increased to an amount which yields 9% annual return on the capital contributed by the limited partners from an annual return of 8% paid in the prior year.
Cash used in investing activities, as set forth in the statements of cash flows, has consisted solely of acquisitions of equipment for the Partnership's mini storage properties. The Partnership has no material commitments for capital expenditures.
The General Partners plan to continue their policy of funding the continuing improvement and maintenance of Partnership properties with cash generated from operations. The Partnership's financial resources appear to be adequate to meet its needs for the next twelve months.
The General Partners are not aware of any environmental problems which could have a material adverse effect upon the financial position of the Partnership.
Item 8.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Attached hereto as Exhibit l is the information required to be set forth as Item 8, Part II hereof.
Item 9.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
Item 10.

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT'S GENERAL PARTNER
The General Partners of Registrant are the same as when the Partnership was formed, i.e., DSI Properties, Inc., a California corporation, and Diversified Investors Agency. As of December 31, 1995, Messrs. Robert J. Conway and Joseph W. Conway, each of whom own approximately 41.63% of the issued and outstanding capital stock of DSI Financial, Inc., a California corporation, together with Mr. Joseph W. Stok, currently comprise the entire Board of Directors of DSI Properties, Inc.
Mr. Robert J. Conway is 62 years of age and is a licensed California real estate broker, and since 1965 has been President and a member of the Board of Directors of Diversified Securities, Inc., and since 1973 President, Chief Financial Officer and a member of the Board of Directors of DSI Properties, Inc. Mr. Conway received a Bachelor of Science Degree from Marquette University with majors in Corporate Finance and Real Estate.
Mr. Joseph W. Conway is age 66 and has been Executive Vice President, Treasurer and a member of the Board of Directors of Diversified Securities, Inc. since 1965 and since 1973 the Vice President, Treasurer and member of the Board of Directors of DSI Properties, Inc. Mr. Conway received a Bachelor of Arts Degree from Loras College with a major in Accounting.
Mr. Joseph W. Stok is age 72 and has been a member of the Board of Directors of DSI Properties, Inc. since 1994, a Vice President of Diversified Securities, Inc. since 1973, and an Account Executive with Diversified Securities, Inc. since 1967.
Item 11.

Item 11. EXECUTIVE COMPENSATION (MANAGEMENT REMUNERATION AND TRANSACTIONS)
The information required to be furnished in Item 11 of Part III is contained in Registrant's Financial Statements for its fiscal year ended December 31, 1995, which together with the report of its independent auditors, Deloitte & Touche LLP, is attached hereto as Exhibit 1 and incorporated herein by this reference. In addition to such information:
(a) No annuity, pension or retirement benefits are proposed to be paid by Registrant to any of the General Partners or to any officer or director of the corporate General Partner;
(b) No standard or other arrangement exists by which directors of the Registrant are compensated;
(c) The Registrant has not granted any option to purchase any of its securities; and
(d) The Registrant has no plan, nor does the Registrant presently propose a plan, which will result in any remuneration being paid to any officer or director upon termination of employment.
Item 12.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1995, no person of record owned more than 5% of the limited partnership units of Registrant, nor was any person known by Registrant to own of record and beneficially, or beneficially only, more than 5% thereof. The balance of the information required to be furnished in Item 12 of Part III is contained in Registrant's Registration Statement on Form S-11, previously filed pursuant to the Securities Act of 1933, as amended, and which is incorporated herein by this reference. The only change to the information contained in said Registration Statement on Form S-11 is the fact that Messrs. Benes and Blakley have retired and Messrs. Robert J. Conway and Joseph W. Conway equity interest in DSI Financial, Inc., parent of DSI Properties, Inc., has increased. Please see information contained in Item 10 hereinabove.
Item 13.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required to be furnished in Item 13 of Part III is contained in Registrant's Financial Statements for its fiscal year ended December 31, 1995, attached hereto as Exhibit l and incorporated herein by this reference.
PART IV
Item 14

Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(l) Attached hereto and incorporated herein by this reference as Exhibit l are Registrant's Financial Statements and Supplemental Schedule for its fiscal year ended December 31, 1995, together with the reports of its independent auditors, Deloitte & Touche LLP. See Index to Financial Statements and Supplemental Schedule.
(a)(2) Attached hereto and incorporated herein by this reference as Exhibit 2 is Registrant's letter to its Limited Partners regarding its Annual Report for its fiscal year ended December 31, 1995.
(b) No reports on Form 8K were filed during the fiscal year ended December 31, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DSI REALTY INCOME FUND VIII by: DSI Properties, Inc., a California corporation, as General Partner
By_____________________________ Dated: March 28, 1996 ROBERT J. CONWAY, President (Chief Executive Officer, Chief Financial Officer, and Director)
By____________________________ Dated: March 28, 1996 JOSEPH W. CONWAY (Executive Vice President and Director)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.
DSI REALTY INCOME FUND VIII by: DSI Properties, Inc., a California corporation, as General Partner
By:__________________________ Dated: March 28, 1996 ROBERT J. CONWAY, President, Chief Executive Officer, Chief Financial Officer, and Director
By___________________________ Dated: March 28, 1996 JOSEPH W. CONWAY (Executive Vice President and Director)
DSI REALTY INCOME FUND VIII
CROSS REFERENCE SHEET
FORM 1O-K ITEMS TO ANNUAL REPORT
PART I, Item 3. There are no legal proceedings pending or threatened.
PART I, Item 4. Not applicable.
PART II, Item 5. Not applicable.
PART II, Item 6. The information required is contained in Registrant's Financial Statements for its fiscal year ended December 31, 1995, attached as Exhibit l to Form 10-K.
PART II, Item 8. See Exhibit l to Form 10-K filed herewith.
PART II, Item 9. Not applicable.
EXHIBIT l DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership)
SELECTED FINANCIAL DATA FIVE YEARS ENDED DECEMBER 31, 1995 - --------------------------------------------------------------------------------
1995 1994 1993 1992 1991
REVENUES $1,636,156 $1,604,279 $1,590,386 $1,527,667 $1,455,524
COSTS AND EXPENSES $1,196,068 1,169,399 1,157,938 1,123,453 1,113,426
EQUITY IN EARNINGS OF REAL ESTATE JOINT VENTURE 116,421 93,634 89,210 62,063 49,287 ---------- ---------- ---------- ---------- ---------- NET INCOME $ 556,509 $ 528,514 $ 521,658 $ 466,277 $ 391,385 ========== ========== ========== ========== ========== TOTAL ASSETS $5,245,858 $5,785,750 $6,270,148 $6,664,785 $7,056,887 ========== ========== ========== ========== ========== NET CASH PROVIDED BY OPERATING ACTIVITIES $1,136,519 $ 937,601 $1,060,688 $ 976,982 $ 814,471 ========== ========== ========== ========== ========== CASH DISTRIBUTIONS PER $500 LIMITED PARTNERSHIP UNIT $ 45.00 $ 42.50 $ 40.00 $ 35.00 $ 35.00 ========== ========== ========== ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT $ 22.96 $ 21.80 $ 21.52 $ 19.23 $ 16.14 ========== ========== ========== ========== ==========
The following are reconciliations between the operating results and partners' equity per the financial statements and the Partnership's income tax return for the year ended December 31, 1995.
Operating Partners' Results Equity
Per financial statements $ 556,509 $ 4,635,650 Excess tax depreciation 144,635 924,452 Accrued property taxes 13,459 143,545 Deferred rental revenues 266,768 Accrued incentive management fees 80,713 Acquisition costs capitalized for tax purposes 2,080 Accrued distributions to partners (6,000) 41,918 Other 272,728 ----------- ----------- Per Partnership income tax return $ 708,603 $ 6,367,854 =========== =========== Net taxable income per $500 limited partnership unit $ 29.53 ===========
DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership)
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page
FINANCIAL STATEMENTS:
Independent Auditors' Report
Balance Sheets at December 31, 1995 and 1994
Statements of Income for the Three Years Ended December 31, 1995
Statements of Changes in Partners' Equity for the Three Years Ended December 31, 1995
Statements of Cash Flows for the Three Years Ended December 31, 1995
Notes to Financial Statements
SUPPLEMENTAL SCHEDULE:
Independent Auditors' Report
Schedule XI - Real Estate and Accumulated Depreciation
SCHEDULES OMITTED:
Financial statements and schedules not listed above are omitted because of the absence of conditions under which they are required or because the information is included in the financial statements named above, or in the notes thereto.
INDEPENDENT AUDITORS' REPORT To the Partners of DSI Realty Income Fund VIII:
We have audited the accompanying balance sheets of DSI Realty Income Fund VIII, a California Real Estate Limited Partnership (the "Partnership") as of December 31, 1995 and 1994, and the related statements of income, changes in partners' equity, and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of DSI Realty Income Fund VIII at December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles.
January 31, 1996
DELOITTE & TOUCHE LONG BEACH, CALIFORNIA
DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership)
BALANCE SHEETS DECEMBER 31, 1995 AND 1994 - --------------------------------------------------------------------------------
ASSETS 1995 1994
CASH AND CASH EQUIVALENTS $ 445,657 $ 424,960
PROPERTY, At cost (net of accumulated depreciation of $5,061,631 in 1995 and $4,582,064 in 1994) (Notes 1, 2 and 3) 4,318,209 4,772,863
INVESTMENT IN REAL ESTATE JOINT VENTURE (Notes 1,2, and 6) 417,666 466,245
RECEIVABLE FROM GENERAL PARTNERS (Note 4) 100,000
OTHER ASSETS (Note 5) 64,326 21,682 ----------- ----------- TOTAL $ 5,245,858 $ 5,785,750 =========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES: Distribution due to partners $ 272,727 $ 272,727 Incentive management fee payable to general partners (Note 4) 279,255 272,715 Property management fees payable (Note 1) 6,308 7,380 Customer deposits and other liabilities 51,918 62,878 ----------- ----------- Total liabilities 610,208 615,700 ----------- ----------- PARTNERS' EQUITY (Notes 1 and 4): General partners (61,424) (56,080) Limited partners (24,000 limited partnership units outstanding at December 31, 1995 and 1994) 4,697,074 5,226,130 ------------ ----------- Total partners' equity 4,635,650 5,170,050 ------------ ----------- TOTAL $ 5,245,858 $ 5,785,750 ============ ===========
See accompanying notes to financial statements.
DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership)
STATEMENTS OF INCOME THREE YEARS ENDED DECEMBER 31, 1995 - --------------------------------------------------------------------------------
1995 1994 1993
REVENUES: Rental revenues $1,619,839 $1,592,249 $1,583,788 Interest income 16,317 12,030 6,598 ---------- ---------- ---------- Total revenues 1,636,156 1,604,279 1,590,386 ---------- ---------- ---------- EXPENSES: Depreciation (Note 2) 479,566 469,134 469,134 Operating expenses (Note 1) 450,010 438,840 438,704 General and administrative 157,203 158,088 150,766 General partners' incentive management fee (Note 4) 109,289 103,337 99,334 ---------- ---------- ---------- Total expenses 1,196,068 1,169,399 1,157,938 ---------- ---------- ----------
INCOME BEFORE EQUITY IN INCOME OF REAL ESTATE JOINT VENTURE 440,088 434,880 432,448
EQUITY IN INCOME OF REAL ESTATE JOINT VENTURE (Notes 1,2 and 6) 116,421 93,634 89,210 __________ __________ _________
NET INCOME $ 556,509 $ 528,514 $ 521,658 ========== ========== ========== AGGREGATE NET INCOME ALLOCATED TO (Note 4): Limited partners $ 550,944 $ 523,229 $ 516,441 General partners 5,565 5,285 5,217 ---------- ---------- ---------- TOTAL $ 556,509 $ 528,514 $ 521,658 ========== ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT (Notes 2 and 4) $ 22.96 $ 21.80 $ 21.52 ========== ========== ==========
See accompanying notes to financial statements.
DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY THREE YEARS ENDED DECEMBER 31, 1995 - --------------------------------------------------------------------------------
General Limited Partners Partners Total
BALANCE AT JANUARY 1, 1993 ($46,582) $ 6,166,460 $ 6,119,878
Net income 5,217 516,441 521,658
Distributions (Note 4) (9,697) (960,000) (969,697) ------- ---------- ---------- BALANCE AT DECEMBER 31, 1993 (51,062) 5,722,901 5,671,839
Net income 5,285 523,229 528,514
Distributions (Note 4) (10,303) (1,020,000) (1,030,303) ------- ---------- ----------- BALANCE AT DECEMBER 31, 1994 (56,080) 5,226,130 5,170,050
Net income 5,565 550,944 556,509
Distributions (Note 4) (10,909) (1,080,000) (1,090,909) ------- ----------- ----------- BALANCE AT DECEMBER 31, 1995 ($61,424) $ 4,697,074 $ 4,635,650 ======= =========== ===========
See accompanying notes to financial statements.
DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership)
STATEMENTS OF CASH FLOWS THREE YEARS ENDED DECEMBER 31, 1995 - --------------------------------------------------------------------------------
1995 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers $ 1,619,839 $ 1,592,249 $ 1,583,789 Cash paid to suppliers and employees (664,637) (811,644) (665,706) Cash received from real estate joint venture 165,000 144,966 136,007 Interest received 16,317 12,030 6,598 ----------- ----------- ------------ Net cash provided by operating activities 1,136,519 937,601 1,060,688
CASH FLOWS FROM FINANCING ACTIVITIES - Distributions to partners (1,090,909) (1,000,000) (939,394)
CASH FLOWS FROM INVESTING ACTIVITIES - Purchase of property (24,913) (5,510) (4,347) ----------- ----------- ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 20,697 (67,909) 116,947
CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR 424,960 492,869 375,922 ----------- ----------- ------------ CASH AND CASH EQUIVALENTS, AT END OF YEAR $ 445,657 $ 424,960 $ 492,869 =========== =========== ============ RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net income $ 556,509 $ 528,514 $ 521,658 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 479,566 469,134 469,134 Equity in earnings of real estate joint venture (116,421) (93,634) (89,210) Distributions from real estate joint venture 165,000 144,964 136,007 Changes in assets and liabilities: Receivable from general partners 100,000 (100,000) Other assets (42,643) 1,535 Incentive management fee payable to general partners 6,540 (19,727) 17,624 Property management fees payable (1,072) (146) 1,501 Customer deposits and other liabilities (10,960) 6,961 3,974 ----------- ----------- ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,136,519 $ 937,601 $ 1,060,688 =========== =========== ============
See accompanying notes to financial statements.
DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership)
NOTES TO FINANCIAL STATEMENTS THREE YEARS ENDED DECEMBER 31, 1995
1. GENERAL
DSI Realty Income Fund VIII, a California Real Estate Limited Partnership (the "Partnership"), has two general partners (DSI Properties, Inc. and Diversified Investors Agency) and limited partners owning 24,000 limited partnership units, which were purchased for $500 a unit. The general partners have made no capital contribution to the Partnership and are not required to make any capital contribution in the future. The Partnership has a maximum life of 50 years and was formed on April 23, 1984 under the California Uniform Limited Partnership Act for the primary purpose of acquiring and operating real estate.
The Partnership owns five mini-storage facilities located in Stockton, Pittsburgh, El Centro, Huntington Beach, and Lompoc, California. The Partnership has also entered into a joint venture with DSI Realty Income Fund IX through which the Partnership has a 30% interest in a mini-storage facility in Aurora, Colorado (see Note 6).
All facilities were acquired from Dahn Corporation ("Dahn"). Dahn is not affiliated with the Partnership. Dahn is affiliated with other partnerships in which DSI Properties, Inc. is a general partner. The mini-storage facilities are operated for the Partnership by Dahn under various agreements which are subject to renewal annually. Under the terms of the agreements, the Partnership is required to pay Dahn a property management fee equal to 6% of gross revenue from operations, as defined.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - The Partnership classifies its short-term investments purchased with an original maturity of three months or less as cash equivalents.
Property and Depreciation - Property is recorded at cost and is comprised primarily of mini-storage facilities. Depreciation is provided for using the straight-line method over an estimated useful life of 15 years.
Income Taxes - No provision has been made for income taxes in the accompanying financial statements. The taxable income or loss of the Partnership is allocated to each partner in accordance with the terms of the Agreement of Limited Partnership. Each partner's tax status, in turn, determines the appropriate income tax for its allocated share of the Partnership taxable income or loss.
Investment in Real Estate Joint Venture - The Partnership accounts for its 30% interest in the Aurora, Colorado facility using the equity method of accounting (see Note 6).
Net Income per Limited Partnership Unit - Net income per limited partnership unit is computed by dividing net income allocated to the limited partners by the weighted average number of limited partnership units outstanding during each year (24,000 in 1995, 1994 and 1993).
Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires the Partnership's management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
3. PROPERTY
As of December 31, 1995 and 1994, the total cost of property and accumulated depreciation are as follows:
1995 1994 Land $ 2,305,310 $ 2,305,310 Buildings and improvements 7,074,530 7,049,617 ----------- -----------
Total 9,379,840 9,354,927 Less accumulated depreciation (5,061,631) (4,582,064) ----------- ----------
Property, net $ 4,318,209 $ 4,772,863 =========== ===========
4. ALLOCATION OF PROFITS AND LOSSES
Under the Agreement of Limited Partnership, the general partners are to be allocated 1% of the net profits or losses from operations and the limited partners are to be allocated the balance of the net profits or losses from operations in proportion to their limited partnership interests. The general partners are also entitled to receive a percentage, based on a predetermined formula, of any cash distribution from the sale, other disposition, or refinancing of a real estate project.
In addition, the general partners are entitled to receive an incentive management fee for supervising the operations of the Partnership. The fee is to be paid in an amount equal to 9% per annum of the cash available for distribution, as defined. Payment of incentive management fees earned by the general partners during the years 1986 through 1988 is subordinated to the limited partners' receipt of an annual cumulative, noncompounded return equal to 9.1% of their capital contributions. Incentive management fee payable to general partners at December 31, 1995 and 1994 is $279,255 and $272,715, respectively.
In December 1994, subordinated incentive management fees in the amount of $100,000 were distributed to the general partners in error. The amount, which reflected as receivable from general partners in the 1994 financial statements, was repaid in full on February 27, 1995, with interest at a rate of approximately 5%.
5. OTHER ASSETS
In September 1995, the Huntington Beach mini-storage facility was damaged by fire. Only 30 of the 601 units were effected. A claim for $43,600 has been filed with the facility's insurance company and is included in other assets at December 31, 1995. It is anticipated that 100% of the reconstruction costs, less the deductible, will be reimbursed.
6. INVESTMENT IN REAL ESTATE JOINT VENTURE
The Partnership is involved in a joint venture (the Buckley Road facility) which owns a mini-storage facility in Aurora, Colorado. Under the terms of the joint venture agreement, the Partnership is entitled to 30% of the profits and losses of the venture and owns 30% of the mini-storage as a tenant in common with DSI Realty Income Fund IX ("Fund IX"), which has the remaining 70% interest in the venture. The agreemnet specifies that DSI Properties, Inc. (a general partner in both the Partnership and Fund IX) shall make all decisions relating to the activities of the joint venture and the management of the property. Summarized financial information of the Buckley Road facility is as follows:
1995 1994 ASSETS: Cash $ 15,199 $ 9,673
Property: Land 586,500 586,500 Building 2,565,446 2,561,859 ----------- ----------- Total 3,151,946 3,148,359 Less accumulated depreciation (1,752,566) (1,582,962) ----------- ----------- Property - net 1,399,380 1,565,397 ----------- ----------- Other assets 8,995 8,995 ----------- -----------
TOTAL $ 1,423,574 $ 1,584,065 =========== ===========
LIABILITIES AND PARTNERS' EQUITY Liabilities 28,124 26,685 Partner's equity 1,395,450 1,557,380 ----------- ----------- TOTAL $ 1,423,574 $ 1,584,065 =========== ===========
1995 1994 1993
INCOME STATEMENT DATA: Rental revenues $707,333 $640,098 $633,691 Less operating expenses 319,264 327,985 336,771 -------- -------- -------- Net income $388,069 $312,113 $296,920 ======== ======== ========
Property is stated at cost; depreciation is provided for using the straight-line method over the estimated useful life of 15 years.
INDEPENDENT AUDITORS' REPORT To the Partners of DSI Realty Income Fund VIII:
We have audited the financial statements of DSI Realty Income Fund VIII (the "Partnership") as of December 31, 1995 and 1994, and for each of the three years in the period ended December 31, 1995, and have issued our report thereon dated January 31, 1996; such report is included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of DSI Realty Income Fund VIII, listed in Item 14. This financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statements schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.
January 31, 1996
DELOITTE & TOUCHE LONG BEACH, CALIFORNIA
DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION - --------------------------------------------------------------------------------
Real Estate Accumulated at Cost Depreciation
Balance at January 1, 1993 $ 9,345,070 $3,643,797 Additions 4,347 469,134 ----------- ---------- Balance at December 31, 1993 9,349,417 4,112,931 Additions 5,510 469,134 ----------- ---------- Balance at December 31, 1994 9,354,927 4,582,065 Additions 24,913 479,566 ----------- ---------- Balance at December 31, 1995 $ 9,379,840 $5,061,631 =========== ==========
The total cost at the end of the period for Federal income tax purposes was approximately $9,437,000.
EXHIBIT 2
March 28, 1996
ANNUAL REPORT TO LIMITED PARTNERS OF
DSI REALTY INCOME FUND VIII
Dear Limited Partner:
This report contains the Partnership's balance sheets as of December 31, 1995 and 1994, and the related statements of income, changes in partners' equity and cash flows for each of the three years in the period ended December 31, 1995 accompanied by an independent auditors' report. The Partnership owns five mini-storage facilities, plus a 30% interest in a sixth mini-storage facility on a joint venture basis with an affiliated Partnership, DSI Realty Income Fund IX, a California Limited Partnership. The Partnership's properties were each purchased for all cash and funded solely from subscriptions for limited partnership interests without the use of mortgage financing.
Your attention is directed to the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations for the General Partners' discussion and analysis of the financial statements and operations of the Partnership.
Average occupancy levels for each of the Partnership's six properties for the years ended December 31, 1995 and December 31, 1994 were as follows:
Location of Property Average Occupancy Average Occupancy Levels for the Levels for the Year Ended Year Ended Dec. 31, 1995 Dec. 31, 1994
El Centro, CA 82% 73%
Lompoc, CA 91% 91%
Pittsburg, CA 85% 87%
Stockton, CA 84% 85%
Huntington Beach, CA 86% 85%
Aurora, CO* 89% 83% - ---------
*The Partnership owns a 30% fee interest in this facility.
We will keep you informed of the activities of DSI Realty Income Fund VIII as they develop. If you have any questions, please contact us at your convenience at (310) 424-2655.
If you would like a copy of the Partnership's Annual Report on Form 10-K for the year ended December 31, 1995 which was filed with the Securities and Exchange Commission (which report includes the enclosed Financial Statements), we will forward a copy of the report to you upon written request.
Very truly yours,
DSI REALTY INCOME FUND VIII By: DSI Properties, Inc.
By___________________________ ROBERT J. CONWAY, President


Item 1. Business -----------
Michael Baker Corporation ("Baker" or "the Registrant") was founded in 1940 and organized as a Pennsylvania corporation in 1946. Today, through its operating subsidiaries and joint ventures, Baker provides engineering, construction, and operations and technical services worldwide. Effective January 1, 1995, the Registrant reorganized into five market-focused business units (segments)--Buildings, Civil, Energy, Environmental and Transportation-- from its former three operating groups (Engineering, Construction, and Operations & Maintenance).
Information regarding the amounts of revenue, operating profit and identifiable assets attributable to the Registrant's newly restated industry segments is contained in Note 4 to the consolidated financial statements, which are included within Exhibit 13.1 to this Form 10-K. Such information is incorporated herein by reference.
According to the annual listings published in 1995 by ENGINEERING NEWS RECORD magazine, Baker ranks 46th among U.S. design firms, 12th among transportation design firms, 81st among global design firms, 93rd among U.S. construction contractors, 190th among international construction contractors and 64th among U.S. construction management at-risk firms. In addition, according to an annual listing published in 1995 by GOVERNMENT EXECUTIVE magazine, Baker ranks 152nd among government contractors. The rankings were based on 1994 revenues, except for the government contractor ranking which was based on 1994 contract awards.
Business Units ----------------
BUILDINGS. The Buildings unit consolidated the former Construction Group's general construction, construction management and design-build division with the former Engineering Group's facility planning and design unit to pursue the growing design-build market. The following are the principal services provided by the Buildings unit: o Architecture o Engineering o Planning o Construction management and consulting o Design-build o General construction
CIVIL. The Civil unit combined the Registrant's civil engineering and water resources division with its military operations & maintenance service division, Baker Support Services, Inc. ("BSSI"). This unit has consolidated Baker's military infrastructure work in planning and operations & maintenance, to improve its ability to market to, and serve, the U.S. Department of Defense, a major Baker client. The following list comprises the primary services provided by the Civil unit: o Engineering, planning, design and program management o Geographic information systems o Photogrammetric mapping o Waste/wastewater systems development o Water resources management o Military facilities planning and program management o Military base operations support o Fiber-optic cable engineering o Design-build-operate
ENERGY. The Energy unit comprises Baker/MO Services, Inc. ("Baker/MO") and Baker/OTS, Inc. ("Baker/OTS"). This unit focuses on providing operations & maintenance and technical services within the domestic and international energy industry. Baker/MO provides specialized services to the oil and gas, utility, and petrochemical industries, while Baker/OTS provides operations and technical services to major international oil and gas producers. The major services provided by the Energy unit are as follows: o Facility operations and maintenance o Operations analysis o Equipment maintenance and overhaul o Training programs o Pipeline development and design o Technical consulting and personnel o Engineering and construction management o Design-build-operate oil & gas facilities
ENVIRONMENTAL. The Environmental unit continues to operate in its pre-1995 form, but became a separate business unit in 1995. The principal services provided by the Environmental unit include: o Site characterization o Remediation design and construction management o Air quality management o Process safety management o Human health/ecological risk assessment o Occupational health and safety compliance o Environmental regulation compliance, audits and permitting o Groundwater/wastewater treatment o Facility design-build-operate
TRANSPORTATION. The Transportation unit merged the engineering capabilities in highways, bridges, transit, aviation and rail, with the heavy and highway construction capabilities of the former Construction Group. This merger has enhanced the Registrant's existing capabilities to serve transportation clients, created a strong construction management team, and positioned Baker to serve the evolving design-build and privatization markets. The major services provided by the Transportation unit are the following: o Planning o Design o Construction o Construction management and inspection o Program management for surface and air transportation o Design-build-operate
Domestic and Foreign Operations -------------------------------
Approximately 95% of the Registrant's total contract revenues are derived from work performed within the United States. Of those domestic-based revenues, the majority comprises engineering and construction work performed in the Northeast region of the U.S. The Registrant's international-based revenues are derived primarily from Baker/OTS and relate to operations and technical services performed outside the U.S. Baker/OTS provides the majority of its services in the Middle East and Africa.
Funded and Unfunded Backlog ---------------------------
The Registrant's funded backlog, which comprises that portion of uncompleted work represented by signed contracts and for which the procuring agency has appropriated and allocated the funds to pay for the work, was $300 million at December 31, 1995 vs. $283 million at December 31, 1994. Total backlog, which incrementally includes that portion of contract value for which options are still to be exercised (unfunded backlog), was $508 million at December 31, 1995 vs. $468 million at December 31, 1994.
There is not necessarily a correlation between the foregoing figures and the Registrant's annual total contract revenues. In the case of multi-year contracts, total contract revenues are spread over several years and correspond to the timing of the contract rather than the Registrant's fiscal year. Many multi-year contracts, particularly with agencies of the U.S. government, provide for optional renewals on the part of the customer. The Registrant's experience has been that these optional contract renewals have generally been exercised. Funded backlog generally is highest during the last quarter of each of the Registrant's fiscal years because that corresponds to the first quarter of the U.S. government's fiscal year, which is when many such government contract renewals occur.
Customers ---------
No individual contract accounted for more than 10% of the Registrant's total contract revenues in 1995, 1994 or 1993; however, several contracts with the State of Illinois provided 10.5% and 13.5% of the Registrant's total contract revenues in 1995 and 1994, respectively. Several contracts with the U.S. Department of Navy also provided 10.9%, 12.1% and 10.9% of the Registrant's 1995, 1994 and 1993 total contract revenues, respectively.
Competitive Conditions ----------------------
The Registrant's business is highly competitive with respect to all principal services it offers. Baker competes with numerous firms which provide some or all of the services provided by the Registrant. The competitive conditions in the Registrant's businesses relate to the nature of the contracts being pursued. Public-sector contracts, consisting mostly of contracts with federal and state governmental entities, are generally awarded through a competitive bidding process, subject to the contractors' qualifications, licensure and demonstrated abilities. The Baker business units employ extensive cost estimating, scheduling and other computerized techniques for the preparation of these competitive bids. Private-sector contractors compete on the bases of qualifications and licensure, quality of performance, price of services and other related factors. Such private-sector contracts are generally awarded on a negotiated basis.
The Registrant believes that the principal competitive factors (in various orders of importance) in the areas of services it offers are quality of service, reputation, experience, technical proficiency and cost of service. The Registrant believes that it is well positioned to compete effectively by emphasizing its full range of professional services.
Seasonality -----------
Based upon the Registrant's experience, total contract revenues and net income during the first and fourth quarters from engineering and construction-related services tend to be lower than the remaining quarters due to winter weather conditions, particularly for projects in the Northeast and Midwest regions of the United States.
Personnel -----------
At December 31, 1995, the Registrant employed approximately 3,100 persons, broken down by business unit as follows:
Buildings unit--470 Environmental unit--210 Civil unit--1,210 Transportation unit--610 Energy unit--570 Corporate staff--30
None of the Registrant's engineering employees are represented by labor unions; however, its construction personnel are generally covered by collective bargaining agreements, as are certain BSSI employees in the Civil unit. Currently, the Registrant considers its relationships with labor unions to be good.
Item 2.

Item 2. Properties ---------- The principal office of the Registrant is located at the Airport Office Park, 420 Rouser Road, Coraopolis, Pennsylvania 15108, at which approximately 122,000 square feet of office space is leased for use by the Registrant's Buildings, Environmental and Transportation units and, to a much lesser extent, by its corporate staff. The Registrant owns a 75,000 square foot office building located in Beaver County, Pennsylvania, which is situated on a 175 acre site and utilized as the principal office of the Registrant's Civil unit.
The Registrant leases an aggregate of approximately 388,000 square feet of office-related floor space, including the principal office. The space leased by business unit is as follows:
The Buildings unit leases approximately 66,000 square feet in: Orlando, Florida Coraopolis, Pennsylvania Chicago, Illinois Pittsburgh, Pennsylvania
The Civil unit leases approximately 89,000 square feet in: Baltimore, Maryland Dallas, Texas Jackson, Mississippi Alexandria, Virginia Vestal, New York Virginia Beach, Virginia
The Energy unit leases approximately 28,000 square feet in: Cypress, Texas Middlesex, United Kingdom Abu Dhabi, United Arab Emirates
Environmental Unit leases approximately 49,000 square feet in: Merrillville, Indiana Coraopolis, Pennsylvania Princeton, New Jersey
The Transportation unit leases approximately 132,000 square feet in: Anchorage, Alaska Coraopolis, Pennsylvania Phoenix, Arizona Gibsonia, Pennsylvania Fort Smith, Arkansas Harrisburg, Pennsylvania Tampa, Florida Pittsburgh, Pennsylvania Chicago, Illinois Richmond, Virginia Princeton, New Jersey Virginia Beach, Virginia Elmsford, New York Charleston, West Virginia
The Corporate staff utilizes approximately 24,000 square feet of leased space in Coraopolis and New Brighton, Pennsylvania.
Item 3.

Item 3. Legal Proceedings ----------------- The Registrant has been named as a defendant or co-defendant in legal proceedings wherein substantial damages are claimed. Such proceedings are not uncommon to the Registrant's business. After consultations with counsel, management believes that the Registrant has recognized adequate provisions for these proceedings and their ultimate resolutions will not have a material adverse effect on the consolidated financial position or annual results of operations of the Registrant. The most significant of these proceedings are discussed below.
In 1987, a lawsuit was brought in the Supreme Court of the State of New York, Bronx County, by the Dormitory Authority of the State of New York against a number of parties, including the Registrant and one of its wholly-owned subsidiaries, that asserts breach of contract and alleges damages of $13 million. The Registrant, which was not a party to the contract underlying the lawsuit, contends that there is no jurisdiction with respect to the Registrant and that it cannot be held liable for any conduct of the subsidiary. Both the Registrant and the subsidiary are contesting liability issues and have filed cross-claims and third-party claims against the other entities involved in the project.
In September 1991, the Registrant, through a newly formed subsidiary, Baker Mellon Stuart Construction, Inc. ("BMSCI", formerly Mellon Stuart Construction, Inc.), acquired certain assets and contracts from Federal Street Construction Co., Inc. ("FSC"), which thereafter continued to perform services under various contracts that were not acquired by BMSCI. On May 11, 1992, a public body that had contracted with FSC in 1989 to construct a $38 million project filed a lawsuit in state court in Illinois (County of Cook v. Mellon Stuart Company, et al., Circuit Court, Illinois) against FSC and its surety alleging various claims in connection with the contract. This contract was not acquired by BMSCI, but the plaintiff also named the Registrant, BMSCI and another subsidiary as defendants based upon a legal theory of successor liability by virtue of the sale of certain assets and contracts to BMSCI by FSC. On November 15, 1995, a motion was granted ordering that the settlement agreement between FSC and the public body was entered into in good faith, and the case against the Registrant and its subsidiaries was dismissed without prejudice.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders ---------------------------------------------------
No matters were submitted to a vote of the Registrant's security holders during the fourth quarter of 1995.
Executive Officers of the Registrant - ------------------------------------
The following represents a listing of executive officers of the Registrant as of December 31, 1995.
CHARLES I. HOMAN - Age 52; President, Chief Executive Officer and a Director of the Registrant since October 1994. Mr. Homan previously served as Executive Vice President of the Registrant from 1990 through September 1994, and as President of Michael Baker, Jr., Inc., a subsidiary of the Registrant, from 1983 through September 1994. He has been employed by the Registrant in various capacities since 1965. Mr. Homan has also served as a director of Century Financial Corporation since 1994.
J. ROBERT WHITE - Age 53; Executive Vice President, Chief Financial Officer and Treasurer of the Registrant since July 1994, and a Director since August 1994. Prior to joining the Registrant, Mr. White served 21 years in various capacities with Westinghouse Electric Corp., most recently as Assistant Director of Investor Relations from 1989 through June 1994.
DONALD J. NELSON - Age 51; Executive Vice President of the Registrant from 1991 until his resignation in January 1996. Mr. Nelson previously served as a Director from 1984 through April 1994, and as Chief Financial Officer of the Registrant from 1987 through April 1994. He had been employed by the Registrant in various capacities since 1965.
DONALD P. FUSILLI, Jr. - Age 44; Executive Vice President of the Registrant since 1991 and President of Baker/MO Services, Inc., a subsidiary of the Registrant, since May 1995. Mr. Fusilli previously served as General Counsel and Secretary of the Registrant from 1986 through August 1994. He has been employed by the Registrant in various capacities since 1973.
JOHN C. HAYWARD - Age 48; Executive Vice President of the Registrant since January 1995 and President of Michael Baker Jr., Inc. since October 1994. Mr. Hayward previously served as Senior Vice President of Michael Baker Jr., Inc. from 1989 through September 1994. He has been employed by the Registrant in various capacities since 1974.
ANDREW P. PAJAK - Age 46; Executive Vice President of the Registrant since January 1995 and President of Baker Environmental, Inc., a subsidiary of the Registrant, since 1990. Mr. Pajak previously served as Senior Vice President of Baker Environmental, Inc. from 1988 through 1990. He has been employed by the Registrant in various capacities since 1981.
EDWARD L. WILEY - Age 52; Executive Vice President of the Registrant since January 1995 and Executive Vice President of Michael Baker Jr., Inc. since October 1994. Mr. Wiley previously served as Senior Vice President of Michael Baker Jr., Inc. from 1989 through September 1994. He has been employed by the Registrant in various capacities since 1968.
GLENN S. BURNS - Age 46; Executive Vice President of the Registrant and President of BMSCI since May 1995. Mr. Burns previously served as Vice President, General Counsel and Secretary of the Registrant from August 1994 to October 1995 and as Assistant General Counsel from 1991 through August 1994. Prior to 1991 and at the time of the acquisition of certain assets and contracts of FSC by BMSCI, Mr. Burns served as General Counsel for FSC.
H. JAMES MCKNIGHT - Age 51; Vice President, General Counsel and Secretary of the Registrant since September 1995. Mr. McKnight previously served as counsel to International Technology Corporation from February 1995 through September 1995, and was a self-employed consultant from November 1992 through February 1995. Prior to being self-employed, Mr. McKnight was Vice President, General Counsel and Secretary for Vectura Group, Inc.
Executive officers of the Registrant serve at the pleasure of the Board of Directors and are elected by the Board annually for a term of office extending through the election and qualification of their successors.
PART II
Item 5.

Item 5. Market for the Registrant's Common Stock and Related Security ------------------------------------------------------------ Holder Matters ---------------
Information relating to the market for the Registrant's Common Stock and other matters related to the holders thereof is set forth in the "Supplemental Financial Information" section of Exhibit 13.1 to this Form 10-K. Such information is incorporated herein by reference.
The Registrant's present policy is to retain any earnings to fund the operations and growth of the Registrant. The Registrant has not paid any cash dividends since 1983 and has no plans to do so for the foreseeable future. The declaration and payment of dividends is currently limited to $2 million through May 31, 1998, by the Registrant's secured credit agreement with Mellon Bank, N.A.
At March 15, 1996, the Registrant had 1,595 Common Stock holders and 730 Series B Common Stock holders.
Item 6.

Item 6. Selected Financial Data -----------------------
A summary of selected financial data for the Registrant, including each of the last five fiscal years in the period ended December 31, 1995, is set forth in the "Selected Financial Data" section of Exhibit 13.1 to this Form 10-K. Such summary is incorporated herein by reference.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations -------------------------
A discussion of the Registrant's financial condition, cash flows and results of operations is set forth in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of Exhibit 13.1 to this Form 10-K. Such discussion is incorporated herein by reference.
Item 8.

Item 8. Financial Statements and Supplementary Data -------------------------------------------
The consolidated financial statements, together with the report thereon of Price Waterhouse LLP, dated February 16, 1996, except as to Notes 6 and 12, which are as of March 22, 1996, are set forth within Exhibit 13.1 to this Form 10-K. Such financial statements and the "Supplemental Financial Information" section, which follows within the same exhibit, are incorporated herein by reference. The report of Arthur Andersen LLP on the consolidated financial statements for the year ended December 31, 1993, is dated February 14, 1994, and attached hereto as Exhibit 99.3.
Item 9.

Item 9. Changes in and Disagreements With Accountants on ------------------------------------------------ Accounting and Financial Disclosure ----------------------------------- Not applicable.
PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant --------------------------------------------------
Information relating to the Directors of the Registrant appears beneath the caption "Election of Directors" in the Registrant's definitive Proxy Statement which will be distributed in connection with the 1996 Annual Meeting of Shareholders and which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A. Information relating to compliance with Section 16(a) of the Securities Exchange Act of 1934 appears beneath the caption "Directors and Officers" of such Proxy Statement. Such information is incorporated herein by reference. Information relating to the executive officers of the Registrant is set forth in Part I of this Report under the caption "Executive Officers of the Registrant." Such information is incorporated herein by reference.
Item 11.

Item 11. Executive Compensation ----------------------
Information relating to executive compensation appears beneath the caption "Directors and Officers" in the Registrant's definitive Proxy Statement which will be distributed in connection with the 1996 Annual Meeting of Shareholders and which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A. Such information is incorporated herein by reference.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management --------------------------------------------------------------
Information relating to the ownership of equity securities by beneficial owners of 5% or more of the common stock of the Registrant and by management has been set forth under the caption "Stock Ownership of Certain Beneficial Owners and Management" in the Registrant's definitive Proxy Statement which will be distributed in connection with the 1996 Annual Meeting of Shareholders and which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A. Such information is incorporated herein by reference.
Item 13.

Item 13. Certain Relationships and Related Transactions ----------------------------------------------
Information concerning certain relationships and transactions between the Registrant and its directors and officers appears beneath the caption "Directors and Officers" in the Registrant's definitive Proxy Statement which will be distributed in connection with its 1996 Annual Meeting of Shareholders and which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A. Such information is incorporated herein by reference.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K ---------------------------------------------------------------
(a)(1) The following financial statements are incorporated in Item 8 of Part II of this Report by reference to the consolidated financial statements within Exhibit 13.1 to this Form 10-K:
Consolidated Balance Sheet as of December 31, 1995 and 1994
Consolidated Statement of Income for the three years ended December 31, 1995
Consolidated Statement of Cash Flows for the three years ended December 31, 1995
Consolidated Statement of Shareholders' Investment for the three years ended December 31, 1995
Notes to Consolidated Financial Statements
Report of Independent Accountants (Price Waterhouse LLP)
The report of Arthur Andersen LLP on the consolidated financial statements for the year ended December 31, 1993, is attached hereto as Exhibit 99.3.
(a)(2) Financial Statement Schedule for the three years ended December 31, 1995:
Schedule II - Valuation and Qualifying Accounts
Report of Independent Accountants on Financial Statement Schedule for the two years ended December 31, 1995 (included as Exhibit 99.2 to this Form 10-K)
Report of Independent Public Accountants on Financial Statement Schedule for the year ended December 31, 1993 (included within Exhibit 99.3 to this Form 10-K)
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(a)(3) The following exhibits are included herewith as a part of this Report:
(b) The Registrant filed no reports on Form 8-K during the fourth quarter of 1995.
SIGNATURES ------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
MICHAEL BAKER CORPORATION
Dated: March 28, 1996 By /s/ Charles I. Homan -------------------- Charles I. Homan, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995 EXHIBITS