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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 and 15(d) of
the Securities Exchange Act of 1934
August 8, 2002
Date of Report (Date of earliest event reported)
AMERADA HESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-1204 13-4921002
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1185 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Office)
(212) 997-8500
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address,
If Changed Since Last Report)
Item 7. EXHIBITS
(c) Exhibits.
The following exhibits are furnished as part of this report to the extent
described in Item 9.
Exhibit No. Description
99.1 Certification of John B. Hess, Chairman of the Board and Chief
Executive Officer of Amerada Hess Corporation, filed with the
Securities and Exchange Commission on August 8, 2002 pursuant to Order
No. 4-460.
99.2 Certification of John Y. Schreyer, Executive Vice President and Chief
Financial Officer of Amerada Hess Corporation, filed with the
Securities and Exchange Commission on August 8, 2002 pursuant to Order
No. 4-460.
Item 9. REGULATION FD DISCLOSURE
On August 8, 2002, both John B. Hess, Chairman of the Board and Chief
Executive Officer of Amerada Hess Corporation (the "Company"), and John Y.
Schreyer, Executive Vice President and Chief Financial Officer of the Company,
filed certifications with the Securities and Exchange Commission (the
"Commission") pursuant to the Commission's Order No. 4-460 (the "Order"). Both
certifications conformed exactly to the form prescribed by the Commission in
Exhibit A to the Order, without qualification or modification. Copies of the
certifications are attached as Exhibits 99.1 and 99.2 to this report.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERADA HESS CORPORATION
DATE: August 8, 2002 By: /s/ John Y. Schreyer
-----------------------------------
Name: John Y. Schreyer
Title: Executive Vice President
and Chief Financial Officer
-3-
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 B. Hess, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Amerada Hess Corporation, and, except as corrected or supplemented in a
subsequent covered report:
- 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
- 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":
- Annual Report on Form 10-K filed with the Commission for the period
ended December 31, 2001 of Amerada Hess Corporation;
- all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Amerada Hess Corporation filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
/s/ John B. Hess
- ---------------------------
John B. Hess
August 8, 2002 Subscribed and sworn to before me
this 8th day of August 2002.
/s/Ronda Peters
----------------------------------
Notary Public
My Commission Expires: September 5, 2005
Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, John Y. Schreyer, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Amerada Hess Corporation, and, except as corrected or supplemented in a
subsequent covered report:
- 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
- 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":
- Annual Report on Form 10-K filed with the Commission for the period
ended December 31, 2001 of Amerada Hess Corporation;
- all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Amerada Hess Corporation filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
/s/ John Y. Schreyer
- ---------------------------
John Y. Schreyer
August 8, 2002 Subscribed and sworn to before me
this 8th day of August 2002.
/s/Ronda Peters
---------------------------------
Notary Public
My Commission Expires: September 5, 2005