-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MWiS/jUvFCRDC9/0IhEexm4TsNIxA/tJ5vtaKfoCYB/YOj9BjVOwlJwXlvZ9D931 BqLgAMVX7OLxLV/xTzT8pQ== 0001068800-02-000202.txt : 20020801 0001068800-02-000202.hdr.sgml : 20020801 20020801163306 ACCESSION NUMBER: 0001068800-02-000202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020801 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLUTIA INC CENTRAL INDEX KEY: 0001043382 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 431781797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13255 FILM NUMBER: 02717501 BUSINESS ADDRESS: STREET 1: 575 MARYVILLE CENTRE DRIVE STREET 2: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FORMER COMPANY: FORMER CONFORMED NAME: QUEENY CHEMICAL CO DATE OF NAME CHANGE: 19970804 8-K 1 eightk.txt SOLUTIA INC. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): AUGUST 1, 2002 SOLUTIA INC. ------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE -------- (STATE OF INCORPORATION) 001-13255 43-1781797 --------- ---------- (COMMISSION (IRS EMPLOYER FILE NUMBER) IDENTIFICATION NO.) 575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760 - --------------------------------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (314) 674-1000 -------------- REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS. (c) The following exhibits are filed as part of this report: Exhibit Number Description -------------- ----------- 99.1 Statement under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings ITEM 9. REGULATION FD DISCLOSURE On June 27, 2002, the Securities and Exchange Commission issued an order requiring the principal executive officer and principal financial officer of large companies, including Solutia, to certify under oath that certain filings made pursuant to the Securities Exchange Act of 1934 did not (i) contain an untrue statement of a material fact or (ii) fail to state a material fact necessary to make the statements in the report, in light of the circumstances under which they were made, not misleading, as of the end of the period covered by the report. The filings included under this order are the company's most recent Annual Report on Form 10-K, all reports on Form 10-Q and Form 8-K filed subsequent to the Form 10-K, all definitive proxy materials filed subsequent to the Form 10-K, and any amendments to any of the foregoing reports. Attached as Exhibits 99.1 and 99.2 to this Form 8-K are the certifications of Solutia's Chief Executive Officer and Chief Financial Officer. The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. SIGNATURES PURSUANT TO THE REQUIREMENTS 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. SOLUTIA INC. ------------------------------------ (Registrant) /s/ Karen L. Knopf ------------------------------------ Assistant Secretary DATE: AUGUST 1, 2002 EXHIBIT INDEX These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit Number Description - -------------- ----------- 99.1 Statement under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings EX-99.1 3 exh99p1.txt STATEMENT UNDER OATH OF PRINCIPAL EXEC. OFFICER Exhibit 99.1 ------------ STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, John C. Hunter III, principal executive officer of Solutia Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Solutia Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K dated March 7, 2002 of Solutia Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Solutia Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ John C. Hunter III Subscribed and sworn to before me this - ------------------------------- 1st day of August, 2002. John C. Hunter III August 1, 2002 /s/ Julia A. Fortney ----------------------- Notary Public My Commission Expires: 6/23/05 ----------------------- EX-99.2 4 exh99p2.txt STATEMENT UNDER OATH OF PRINCIPAL EXEC. OFFICER Exhibit 99.2 ------------ STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Robert A. Clausen, principal financial officer of Solutia Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Solutia Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K dated March 7, 2002 of Solutia Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Solutia Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Robert A. Clausen Subscribed and sworn to before me this - ------------------------------- 1st day of August, 2002. Robert A. Clausen August 1, 2002 /s/ Julia A. Fortney ----------------------- Notary Public My Commission Expires: 6/23/05 ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----