Prepared by R.R. Donnelley Financial -- Form 8-K dated August 14, 2002
 
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 14, 2002
 
ALBEMARLE CORPORATION
(Exact name of registrant as specified in charter)
 
Virginia
 
1-12658
 
54-1692118
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
330 South Fourth Street, P. O. Box 1335, Richmond, Virginia
  
 23218
(Address of principal executive offices)                                                 
  
(Zip Code)
 
Registrant’s telephone number, including area code—(804) 788-6000
 
Former name or former address, if changed since last report – N/A
 


Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.
 
(c) Exhibits.
 
99.1 Sworn Statement Certification of Principal Executive Officer
 
99.2 Sworn Statement Certification of Principal Financial Officer
 
99.3 § 906 Certification of Chief Executive Officer
 
99.4 § 906 Certification of Chief Financial Officer
 
Item 9.    Regulation FD Disclosure.
 
Although not required to do so, the registrant has elected to submit voluntarily sworn statements of its principal executive officer and principal financial officer in connection with Securities and Exchange Commission Order No. 4-460 that requires certain other named companies to file sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934, as amended. Accordingly, the registrant hereby voluntarily furnishes to the Securities and Exchange Commission (the “Commission”) sworn statements of Floyd D. Gottwald, Jr., the registrant’s principal executive officer, and Paul F. Rocheleau, the registrant’s principal financial officer, both in the form specified by the Commission. Conformed copies of the sworn statements are attached hereto as Exhibits 99.1 and 99.2.
 
On August 14, 2002, the registrant filed with the Commission its Quarterly Report on Form 10-Q for the period ended June 30, 2002, accompanied by the certifications of Floyd D. Gottwald, Jr., the registrant’s chief executive officer, and Paul F. Rocheleau, the registrant’s chief financial officer, required pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002. Conformed copies of the certifications are attached hereto as Exhibits 99.3 and 99.4.

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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 authorized.
 
       
ALBEMARLE CORPORATION
Date:    August 14, 2002
     
By:
 
        /s/     PAUL F. ROCHELEAU                

               
Paul F. Rocheleau
Vice President and Chief Financial Officer

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Prepared by R.R. Donnelley Financial -- Exhibit 99.1
 
Exhibit 99.1
 
Statement Under Oath of Principal Executive Officer and Principal Financial Officer  
Regarding Facts and Circumstances Relating to Exchange Act Filings
 
I, Floyd D. Gottwald, Jr., state and attest that:
 
(1) To the best of my knowledge, based upon a review of the covered reports of Albemarle 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 of Albemarle Corporation on Form 10-K for the year ended December 31, 2001;
 
 
 
all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Albemarle 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/    Floyd D. Gottwald, Jr.
Floyd D. Gottwald, Jr.
August 14, 2002
    
Subscribed and sworn to
before me this 14th day of
August, 2002
        
      
/s/    Joyce M. Whitman
Notary Public
        
      
My Commission Expires:
June 30, 2004

Prepared by R.R. Donnelley Financial -- Exhibit 99.2
 
Exhibit 99.2
 
Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
 
I, Paul F. Rocheleau, state and attest that:
 
(1) To the best of my knowledge, based upon a review of the covered reports of Albemarle 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 of Albemarle Corporation on Form 10-K for the year ended December 31, 2001;
 
 
 
all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Albemarle 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/    Paul F. Rocheleau
Paul F. Rocheleau
August 14, 2002
    
Subscribed and sworn to
before me this 14th day of
August, 2002.
        
      
/s/    Joyce M. Whitman
Notary Public
        
      
My Commission Expires:
June 30, 2004

Prepared by R.R. Donnelley Financial -- Exhibit 99.3
 
Exhibit 99.3
 
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 on Form 10-Q of Albemarle Corporation (the “Company”) for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Floyd D. Gottwald, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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, as amended; and
 
(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Floyd D. Gottwald, Jr.
Floyd D. Gottwald, Jr.
Chief Executive Officer
August 14, 2002

Prepared by R.R. Donnelley Financial -- Exhibit 99.4
 
Exhibit 99.4
 
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 on Form 10-Q of Albemarle Corporation (the “Company”) for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul F. Rocheleau, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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, as amended; and
 
(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Paul F. Rocheleau
Paul F. Rocheleau
Chief Financial Officer
August 14, 2002