-----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, QUJep3DpMM2LZlvvWWxII4fT+Q1ZZ9YdyhLnuEQJiclwahPHCgCsssw5M3lhjduU oPvMi5iqK6o9Y0c/BiLdOQ== 0000005187-02-000020.txt : 20020808 0000005187-02-000020.hdr.sgml : 20020808 20020808160849 ACCESSION NUMBER: 0000005187-02-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020808 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYETH CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01225 FILM NUMBER: 02723054 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 20020308 8-K 1 ceocfo8k.txt 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 8, 2002 Wyeth -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-1225 13-2526821 ----------- ----------------- ----------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) Five Giralda Farms, Madison, New Jersey 07940 - ---------------------------------------- ---------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 973-660-5000 Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits (c) Exhibits. 99.1 Statement Under Oath made by Robert Essner, dated August 8, 2002, pursuant to the Securities and Exchange Commission Order Requiring the Filing of Sworn Statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). 99.2 Statement Under Oath made by Kenneth J. Martin, dated August 8, 2002, pursuant to the Securities and Exchange Commission Order Requiring the Filing of Sworn Statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). 99.3 Certification by Robert Essner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the Wyeth Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. 99.4 Certification by Kenneth J. Martin pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the Wyeth Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. Item 9. Regulation FD Disclosure Attached hereto, as Exhibit 99.1 and Exhibit 99.2 which are incorporated by reference herein, are the Statements Under Oath of the Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, dated August 8, 2002, which have been personally signed and delivered to the Securities and Exchange Commission by each of Robert Essner, President and Chief Executive Officer of Wyeth and Kenneth J. Martin, Executive Vice President and Chief Financial Officer of Wyeth, respectively, pursuant to the SEC Order Requiring the Filing of Sworn Statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). Also attached hereto, as Exhibit 99.3 and Exhibit 99.4 which are incorporated by reference herein, are the Certifications by Robert Essner, President and Chief Executive Officer of Wyeth, and Kenneth J. Martin, Executive Vice President and Chief Financial Officer of Wyeth, respectively, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the Wyeth Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 which have been personally signed and delivered to the Securities and Exchange Commission. 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 hereunto duly authorized. WYETH By: /s/ Paul J. Jones Name: Paul J. Jones Title: Vice President and Comptroller Date: August 8, 2002 Exhibit Index 99.1 Statement Under Oath made by Robert Essner, dated August 8, 2002, pursuant to the Securities and Exchange Commission Order Requiring the Filing of Sworn Statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). 99.2 Statement Under Oath made by Kenneth J. Martin, dated August 8, 2002, pursuant to the Securities and Exchange Commission Order Requiring the Filing of Sworn Statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). 99.3 Certification by Robert Essner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the Wyeth Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. 99.4 Certification by Kenneth J. Martin pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the Wyeth Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. EX-99.1 3 ess991.txt ESSNER SEC ORDER CERTIFICATION Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Robert Essner, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Wyeth, 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 for the fiscal year ended December 31, 2001 filed with the Commission on March 29, 2002 of Wyeth; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Wyeth filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. Subscribed and sworn to before me this 8th day of August, 2002. /s/ Robert Essner Robert Essner Date: August 8, 2002 /s/ Garrett L. Stackman Notary Public My Commission Expires: 9/20/2004 EX-99.2 4 mar992.txt MARTIN SEC ORDER CERTIFICATION Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Kenneth J. Martin, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Wyeth, 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 for the fiscal year ended December 31, 2001 filed with the Commission on March 29, 2002 of Wyeth; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Wyeth filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. Subscribed and sworn to before me this 8th day of August, 2002. /s/ Kenneth J. Martin Kenneth J. Martin Date: August 8, 2002 /s/ Garrett L. Stackman Notary Public My Commission Expires: 9/20/2004 EX-99.3 5 ess993.txt ESSNER SARBANES-OXLEY CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Wyeth (the "Company") on Form 10-Q for the fiscal quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on August 8, 2002 (the "Report"), I, Robert Essner, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: August 8, 2002 /s/ Robert Essner Robert Essner President and Chief Executive Officer EX-99.4 6 mar994.txt MARTIN SARBANES-OXLEY CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Wyeth (the "Company") on Form 10-Q for the fiscal quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on August 8, 2002 (the "Report"), I, Kenneth J. Martin, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: August 8, 2002 /s/ Kenneth J. Martin Kenneth J. Martin Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----