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): September 30, 2002
KPMG CONSULTING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-31351 22-3680505
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
1676 International Drive
McLean, VA 22102
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(Address of principal executive offices)
(703) 747-3000
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(Registrant's telephone number, including area code)
Item 9. Regulation FD Disclosure
A. Sworn Statements of Principal Executive Officer and Principal Financial
Officer
On September 30, 2002, KPMG Consulting, Inc.'s Principal Executive Officer,
Randolph C. Blazer, and Principal Financial Officer, Robert C. Lamb, Jr.,
submitted to the Securities and Exchange Commission statements under oath in
accordance with Commission Order No. 4-460 requiring the filing of sworn
statements pursuant to Section 21(a)(1) of the Securities and Exchange Act of
1934. The text of each of these statements is set forth below:
Statement Under Oath of Principal Executive Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Randolph C. Blazer, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
KPMG Consulting, 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 the Annual Report on Form 10-K for the fiscal year ended June 30, 2002
of KPMG Consulting, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of KPMG Consulting, 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/ Randolph C. Blazer Subscribed and sworn to
---------------------- before me this 30th day of
Randolph C. Blazer September 2002.
September 30, 2002 /s/ Cristal A. Dakeman
----------------------
Notary Public
My Commission Expires: July 31, 2004
Statement Under Oath of Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Robert C. Lamb, Jr., state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
KPMG Consulting, 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 the Annual Report on Form 10-K for the fiscal year ended June 30, 2002
of KPMG Consulting, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of KPMG Consulting, 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 C. Lamb, Jr. Subscribed and sworn to
----------------------- before me this 30th day of
Robert C. Lamb, Jr. September 2002.
September 30, 2002 /s/ Cristal A. Dakeman
----------------------
Notary Public
My Commission Expires: July 31, 2002
B. Certifications of Chief Executive Officer and Chief Financial Officer
On September 30, 2002, KPMG Consulting, Inc. filed its Annual Report on
Form 10-K for the fiscal year ended June 30, 2002 with the Securities and
Exchange Commission. Accompanying such report were certifications of KPMG
Consulting, Inc.'s Chief Executive Officer, Randolph C. Blazer, and Chief
Financial Officer, Robert C. Lamb, Jr., pursuant to 18 U.S.C. (S)1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The text of each of
these certifications is set forth below:
Certification Of Chief Executive Officer
pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350)
In connection with the Annual Report on Form 10-K for the period ended June
30, 2002 (the "Report") of KPMG Consulting, Inc. (the "Registrant"), as filed
with the Securities and Exchange Commission on the date hereof, I, Randolph C.
Blazer, the Chief Executive Officer of the Registrant, hereby certify, to the
best of my knowledge, that:
(i) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Registrant.
/s/ Randolph C. Blazer
----------------------
Randolph C. Blazer
September 30, 2002
Certification Of Chief Financial Officer
pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350)
In connection with the Annual Report on Form 10-K for the period ended June
30, 2002 (the "Report") of KPMG Consulting, Inc. (the "Registrant"), as filed
with the Securities and Exchange Commission on the date hereof, I, Robert C.
Lamb, Jr., the Chief Financial Officer of the Registrant, hereby certify, to the
best of my knowledge, that:
(i) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Registrant.
/s/ Robert C. Lamb, Jr.
-----------------------
Robert C. Lamb, Jr.
September 30, 2002
In accordance with General Instruction B.2 of Form 8-K, the information in this
report is furnished pursuant to Item 9 and shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Act of 1934, or otherwise subject
to the liability of that section.
SIGNATURE
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.
Date: September 30, 2002 KPMG Consulting, Inc.
By: /s/ David W. Black
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David W. Black
Executive Vice President, General Counsel
and Secretary