STEPAN CO
SC 13G/A, 1995-02-13
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS
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<PAGE>   1
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                 SCHEDULE 13G


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 2)*


                                STEPAN COMPANY
- - - - --------------------------------------------------------------------------------
                               (Name of Issuer)

                         5 1/2% Convertible Preferred
- - - - --------------------------------------------------------------------------------
                        (Title of Class of Securities)


                                 858586-20-9
                         ---------------------------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


                              Page 1 of 4 pages
<PAGE>   2

CUSIP No. 858586-29-9              13G                       Page 2 of 4 Pages


1  NAME OF REPORTING PERSON
   S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        STEPAN VENTURE II

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                              (a) / /      
                                                              (b) / /

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

        U.S.A
                5  SOLE VOTING POWER
                        166,480 shares
 NUMBER OF      
  SHARES        6  SHARED VOTING POWER
BENEFICIALLY
 OWNED BY       
   EACH         7  SOLE DISPOSITIVE POWER
 REPORTING              166,480 shares
  PERSON        
   WITH         8  SHARED DISPOSITIVE POWER
                 

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        166,480

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        21.4%

12 TYPE OF REPORTING PERSON*

        PARTNERSHIP


                     *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 2 of 4 pages
<PAGE>   3

                                                                     Page 3 of 4
Item 1(a)       Name of issuer:
                Stepan Company

Item 1(b)       Address of issuer's principal executive offices:
                22 West Frontage Road   
                Northfield, Illinois  60093

Item 2(a)       Name of person filing:
                See Item 1 of cover page

Item 2(b)       Address of principal business office or, if none,
                residence:
                Stepan Company
                22 West Frontage Road
                Northfield, Illinois  60093


Item 2(c)       Citizenship:
                See Item 4 of cover page

Item 2(d)       Title of class of securities:
                5 1/2 percent Convertible Preferred

Item 2(e)       CUSIP number:
                858586-20-9

Item 3          Not applicable

Item 4          Ownership
                (a)  Amount beneficially owned:
                     See Item 9 of cover page
                (b)  Percent of Class:
                     See Item 11 of cover page
                (c)  Number of shares as to which such person has:
                     (i)        Sole power to vote or direct the vote 
                                See Item 5 of cover page
                     (ii)       Shares power to vote or direct the
                                vote - See Item 6 of cover page 
                     (iii)      Sole power to dispose or direct the 
                                disposition of 
                                See Item 7 of cover page
                     (iv)       Shares power to dispose or direct the
                                disposition of:
                                See Item 8 of cover page

Item 5          Ownership of five percent or less of a class:
                Not applicable

Item 6          Ownership of more than five percent on behalf of 
                another person:
                Of the shares reported herein, F. Quinn Stepan and 
                Paul H. Stepan, as the general partners of Stepan 
                Venture I, an Illinois limited partnership, which 
                in turn is the sole general partner of Stepan
<PAGE>   4
                                                                     Page 4 of 4
                Venture II, an Illinois limited partnership, have 
                over 166,480 of the issuer's 5 1/2 percent 
                Convertible Preferred shares owned by Stepan 
                Venture II. (note - Stepan Company 5 1/2 percent 
                Convertible Preferred shares were split 8-for-
                1 on April 30, 1993)

Item 7          Identification and classification of the subsidiary 
                which acquired the security being reported on by
                the parent holding company:
                Not applicable

Item 8          Identification and classification of members of the 
                group:
                Not applicable

Item 9          Notice of dissolution of group:
                Not applicable

Item 10         Certification:
                Not applicable


Signature - After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.


    February 10, 1995
- - - - ----------------------------                        ----------------------------
Dated                                               Signature




                                                         F. Quinn Stepan
                                                    ----------------------------
                                                    Name
<PAGE>   5
        
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 SCHEDULE 13G


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 2)*

                                STEPAN COMPANY
- - - - --------------------------------------------------------------------------------
                               (Name of Issuer)

                         5 1/2% Convertible Preferred
- - - - --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 858586-20-9
                             -------------------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent of less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


                              Page 1 of 4 pages
<PAGE>   6

CUSIP No. 858586-20-9                 13G                      Page 2 of 4 Pages


1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        MARY LOUISE WEHMAN

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                    (a) / / 
                                                                    (b) / /

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

        U.S.A.


                5  SOLE VOTING POWER
                
                        76,872  shares
   NUMBER OF 
    SHARES      6  SHARED VOTING POWER
 BENEFICIALLY
   OWNED BY             76,872  shares
     EACH       
  REPORTING     7  SOLE DISPOSITIVE POWER
    PERSON   
     WITH    

                8  SHARED DISPOSITIVE POWER


9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        76,872

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        9.8%

12 TYPE OF REPORTING PERSON*

        INDIVIDUAL


                     *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 2 of 4 pages
<PAGE>   7
                                                                     Page 3 of 4

Item 1(a)       Name of issuer:
                Stepan Company

Item 1(b)       Address of issuer's principal executive offices:
                22 West Frontage Road
                Northfield, Illinois  60093

Item 2(a)       Name of person filing:
                See Item 1 of cover page

Item 2(b)       Address of principal business office or, if none,
                residence:
                Stepan Company
                22 West Frontage Road
                Northfield, Illinois  60093

Item 2(c)       Citizenship:
                See Item 4 of cover page

Item 2(d)       Title of class of securities:
                5 1/2 percent Convertible Preferred

Item 2(e)       CUSIP number:
                858586-20-9

Item 3          Not applicable

Item 4          Ownership
                (a)  Amount beneficially owned:
                     See Item 9 of cover page
                (b)  Percent of Class:
                     See Item 11 of cover page
                (c)  Number of shares as to which such person has:
                     (i)    Sole power to vote or direct the vote 
                            See Item 5 of cover page
                     (ii)   Shares power to vote or direct the vote -
                            See Item 6 of cover page
                     (iii)  Sole power to dispose or direct the 
                            disposition of
                            See Item 7 of cover page
                     (iv)   Shares power to dispose or direct the 
                            disposition of:
                            See Item 8 of cover page

Item 5          Ownership of five percent of less of a class:
                Not applicable

Item 6          Ownership of more than five percent on behalf of 
                another person:
                Not applicable

<PAGE>   8
                                                                    Page 4 of 4

Item 7          Identification and classification of the subsidiary
                which acquired the security being reported on by
                the parent holding company:
                Not applicable

Item 8          Identification and classification of members of the 
                group:
                Not applicable

Item 9          Notice of dissolution of group:
                Not applicable

Item 10         Certification:
                Not applicable

Signature - After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

    February 10, 1995                   
- - - - ---------------------------------               -------------------------------
Dated                                           Signature


                                                     Mary Louise Wehman
                                                -------------------------------
                                                Name
<PAGE>   9
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                      
                                 SCHEDULE 13G
                                      
                                      
                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 2)*


                                STEPAN COMPANY
- - - - --------------------------------------------------------------------------------
                               (Name of Issuer)
                                      
                         5 1/2% Convertible Preferred
- - - - --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 858586-20-9
                      ----------------------------------
                                (CUSIP Number)

Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item I; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or othewise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).






                              Page 1 of 4 pages
<PAGE>   10
CUSIP No. 858586-20-9                  13G                    Page 2 of 4 Pages


1  NAME OF REPORTING PERSON 
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        MARY LOUISE STEPAN

2  CHECK THE APPROPRIATE BOX IF A MEMEBER OF A GROUP*              
                                                                   (a) / /

                                                                   (b) / /
3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

        U.S.A.

                   5   SOLE VOTING POWER
 NUMBER OF                  76,872 shares
  SHARES           
BENEFICIALLY       6  SHARED VOTING POWER
 OWNED BY
   EACH            7  SOLE DISPOSITIVE POWER
 REPORTING                  76,872 shares
  PERSON           
   WITH            8  SHARED DISPOSITIVE POWER

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        76,872

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        9.8%

12  TYPE OF REPORTING PERSON*

        INDIVIDUAL


                     *SEE INSTRUCTION BEFORE FILLING OUT!

                                 Page 2 of 4 pages
<PAGE>   11
                                                                     Page 3 of 4
Item 1(a)       Name of issuer:
                Stepan Company

Item 1(b)       Address of issuer's principal executive offices:
                22 West Frontage Road   
                Northfield, Illinois  60093

Item 2(a)       Name of person filing:
                See Item 1 of cover page

Item 2(b)       Address of principal business office or, if none,
                residence:
                Stepan Company
                22 West Frontage Road
                Northfield, Illinois  60093


Item 2(c)       Citizenship:
                See Item 4 of cover page

Item 2(d)       Title of class of securities:
                5 1/2 percent Convertible Preferred

Item 2(e)       CUSIP number:
                858586-20-9

Item 3          Not applicable

Item 4          Ownership
                (a)  Amount beneficially owned:
                     See Item 9 of cover page
                (b)  Percent of Class:
                     See Item 11 of cover page
                (c)  Number of shares as to which such person has:
                     (i)        Sole power to vote or direct the vote 
                                See Item 5 of cover page
                     (ii)       Shares power to vote or direct the
                                vote - See Item 6 of cover page 
                     (iii)      Sole power to dispose or direct the 
                                disposition of 
                                See Item 7 of cover page
                     (iv)       Shares power to dispose or direct the
                                disposition of:
                                See Item 8 of cover page

Item 5          Ownership of five percent or less of a class:
                Not applicable

Item 6          Ownership of more than five percent on behalf of 
                another person:
                Not applicable
<PAGE>   12
                                                                     Page 4 of 4
Item 7          Identification and classification of the subsidiary 
                which acquired the security being reported on by
                the parent holding company:
                Not applicable

Item 8          Identification and classification of members of the 
                group:
                Not applicable

Item 9          Notice of dissolution of group:
                Not applicable
               
Item 10         Certification:
                Not applicable


Signature - After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.


    February 10, 1995
- - - - ----------------------------                        ----------------------------
Dated                                               Signature




                                                         Mary Louise Stepan
                                                    ----------------------------
                                                    Name
<PAGE>   13
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 SCHEDULE 13G


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                    
                              (AMENDMENT NO.2)*
              

                                STEPAN COMPANY
- - - - --------------------------------------------------------------------------------
                               (Name of Issuer)


                         5 1/2% Convertible Preferred
- - - - --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 858586-20-9
                           ------------------------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


                              Page 1 of 4 pages






<PAGE>   14
CUSIP No. 858586-20-9                13G                      Page 2 of 4 Pages


1   NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                     JOHN A. STEPAN


2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) / /
                                                                 (b) / /


3   SEC USE ONLY

                      U.S.A.


4   CITIZENSHIP OR PLACE OF ORGANIZATION

                      U.S.A.

                   5   SOLE VOTING POWER
    
                          76,872 shares
    NUMBER OF 
     SHARES        6   SHARED VOTING POWER
  BENEFICIALLY    
    OWNED BY 
      EACH
    REPORTING      7   SOLE DISPOSITIVE POWER
     PERSON 
                          76,872 shares

                   8   SHARED DISPOSITIVE POWER
      



9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         76,872

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         9.8%

12  TYPE OF REPORTING PERSON*

         INDIVIDUAL

                     *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 2 of 4 pages










<PAGE>   15
                                                                 Page 3 of 4

Item 1(a)   Name of issuer:
            Stepan Company

Item 1(b)   Address of issuer's principal executive offices:
            22 West Frontage Road
            Northfield, Illinois  60093

Item 2(a)   Name of person filing:
            See Item 1 of cover page

Item 2(b)   Address of principal business office or, if none,
            residence:
            Stepan Company
            22 West Frontage Road
            Northfield, Illinois 60093

Item 2(c)   Citizenship:
            See Item 4 of cover page

Item 2(d)   Title of class of securities:
            5 1/2 percent Convertible Preferred

Item 2(e)   CUSIP number:
            858586-20-9

Item 3      Not applicable

Item 4      Ownership
            (a)  Amount beneficially owned:
                 See Item 9 of cover page
            (b)  Percent of Class:
                 See Item 11 of cover page
            (c)  Number of shares as to which such person has:
                 (i)    Sole power to vote or direct the vote
                        See Item 5 of cover page
                 (ii)   Shares power to vote or direct the
                        vote - See Item 6 of cover page
                 (iii)  Sole power to dispose or direct the
                        disposition of
                        See Item 7 of cover page
                 (iv)   Shares power to dispose or direct the
                        disposition of:
                        See Item 8 of cover page

Item 5      Ownership of five percent or less of a class:
            Not applicable

Item 6      Ownership of more than five percent on behalf of 
            another person:
            Not applicable








<PAGE>   16
                                                           Page 4 of 4

Item 7    Identification and classification of the subsidiary
          which acquired the security being reported on by 
          the parent holding company:
          Not applicable

Item 8    Identification and classification of members of the 
          group:
          Not applicable

Item 9    Notice of dissolution of group:
          Not applicable

Item 10   Certification:
          Not applicable

Signature - After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in 
this statement is true, complete and correct.



February 10, 1995 
- - - - ---------------------                         ----------------------
Dated                                         Signature

                                              John A. Stepan
                                              ----------------------
                                              Name






<PAGE>   17
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 SCHEDULE 13G


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934

                             (AMENDMENT NO. 2)*

                               STEPAN COMPANY
- - - - -------------------------------------------------------------------------------
                               (Name of Issuer)

                         5 1/2% Convertible Preferred
- - - - -------------------------------------------------------------------------------
                        (Title of Class of Securities)
                                      
                                 858586-20-9
                           ------------------------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statement / /.  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting benefical ownership of five percent or less of such class.) 
(See Rule 13d-7).

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).



                              Page 1 of 4 pages
<PAGE>   18
CUSIP No. 858586-20-9           13G             Page 2 of 4 Pages

1       NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                PAUL H. STEPAN

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                (a)__
                                                (b)__

3       SEC USE ONLY

4       CITIZENSHIP OR PLACE OF ORGANIZATION

                U.S.A.

                5       SOLE VOTING POWER

                                159,616
  NUMBER OF
   SHARES       6       SHARED VOTING POWER
BENEFICIALLY                    166,480
  OWNED BY
    EACH        7       SOLE DISPOSITIVE POWER
 REPORTING                      
   PERSON                       159,616
    WITH        
                8       SHARED DISPOSITIVE POWER
                                166,480

9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                326,096

10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                41.87%

12      TYPE OF REPORTING PERSON*

                INDIVIDUAL



                     *SEE INSTRUCTION BEFORE FILLING OUT!
                                      
                              Page 2 of 4 pages
<PAGE>   19
                                                                     Page 3 of 4

Item 1(a)       Name of issuer:
                Stepan Company

Item 1(b)       Address of issuer's principal executive offices:
                22 West Frontage Road
                Northfield, Illinois  60093 

Item 2(a)       Name of person filing:
                See Item 1 of cover page

Item 2(b)       Address of principal business office or, if none,
                residence:
                Stepan Company
                22 West Frontage Road
                Northfield, Illinois  60093 

Item 2(c)       Citizenship:
                See Item 4 of cover page

Item 2(d)       Title of class of securities:
                5 1/2 percent Convertible Preferred

Item 2(e)       CUSIP number:
                858586-20-9

Item 3          Not applicable

Item 4          Ownership
                (a)     Amount beneficially owned:
                        See Item 9 of cover page
                (b)     Percent of Class:
                        See Item 11 of cover page
                (c)     Number of shares as to which such person has:
                        (i)     Sole power to vote or direct the vote
                                See Item 5 of cover page
                        (ii)    Shares power to vote or direct the
                                vote - See Item 6 of cover page
                        (iii)   Sole power to dispose or direct the
                                disposition of
                                See item 7 of cover page
                        (iv)    Shares power to dispose or direct the
                                disposition of:
                                See Item 8 of cover page

Item 5          Ownership of five percent or less of a class:
                Not applicable

Item 6          Ownership of more than five percent on behalf of
                another person:
                Of the shares reported herein, F. Quinn Stepan and
                Paul H. Stepan, as the general partners of Stepan
                Venture I, an Illinois limited partnership, which
                in turn is the sole general partner of Stepan
<PAGE>   20
                                                                    Page 4 of 4

                Venture II, an Illinois limited partnership, have
                over 166,480 of the issuer's 5 1/2 percent Convertible
                Preferred shares owned by Stepan Venture II. (note -
                Stepan Company 5 1/2 percent Convertible Preferred shares
                were split 8-for-1 on April 30, 1993)

Item 7          Identification and classification of the subsidiary which
                acquired the security being reported on by the parent
                holding company:
                Not applicable

Item 8          Identification and classification of members of the group:
                Not applicable

Item 9          Notice of dissolution of group:
                Not applicable

Item 10         Certification:
                Not applicable

Signature - After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this statement is true, 
complete and correct.

    February 10, 1995                           /s/ Paul H. Stepan
- - - - --------------------------------             -----------------------------------
Dated                                        Signature


                                                    Paul H. Stepan
                                             -----------------------------------
                                             Name
<PAGE>   21
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549



                                 SCHEDULE 13G


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934


                             (AMENDMENT NO.  9)*


                                STEPAN COMPANY
- - - - --------------------------------------------------------------------------------
                               (Name of Issuer)

                          COMMON STOCK $1 PAR VALUE
- - - - --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 858586-10-0
                       --------------------------------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statement / /.  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).







                              Page 1 of 4 pages
<PAGE>   22
CUSIP No.  858586-10-0               13G                       Page 2 of 4 Pages


1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        PAUL H. STEPAN

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                    (a) / /
                                                                    (b) / /

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

        U.S.A.

                5  SOLE VOTING POWER
                        40,604 (Common stock shares split 2-for-1 on 
                        Dec. 15, 1994)
  NUMBER OF
   SHARES       6  SHARED VOTING POWER
BENEFICIALLY            471,146 (Common stock shares split 2-for-1 on 
  OWNED BY              Dec. 15, 1994)
    EACH           
 REPORTING      7  SOLE DISPOSITIVE POWER
   PERSON               40,604
    WITH           
                8  SHARED DISPOSITIVE POWER
                        471,146

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
        511,750 - includes shares held by spouse and under trusts for benefit of
                  minor children

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        5.2%

12 TYPE OF REPORTING PERSON*

        INDIVIDUAL

                     *SEE INSTRUCTION BEFORE FILLING OUT!


                              Page 2 of 4 pages
<PAGE>   23
                                                                     Page 3 of 4

Item 1(a)       Name of issuer:
                Stepan Company

Item 1(b)       Address of issuer's principal executive offices:
                22 West Frontage Road
                Northfield, Illinois  60093

Item 2(a)       Name of person filing:
                See Item 1 of cover page

Item 2(b)       Address of principal business office or, if none,
                residence:
                Stepan Company
                22 West Frontage Road
                Northfield, Illinois 60093


Item 2(c)       Citizenship:
                See Item 4 of cover page
                
Item 2(d)       Title of class of securities:
                Common

Item 2(e)       CUSIP number:
                858586-10-0

Item 3          Not applicable

Item 4          Ownership
                (a)   Amount beneficially owned:
                      See Item 9 of cover page
                (b)   Percent of Class:
                      See Item 11 of cover page
                (c)   Number of shares as to which such person has:
                      (i)    Sole power to vote or direct the vote 
                             See Item 5 of cover page
                      (ii)   Shares power to vote or direct the
                             vote - See Item 6 of cover page
                      (iii)  Sole power to dispose or direct the disposition of
                             See Item 7 of cover page
                      (iv)   Shares power to dispose or direct the disposition
                             of:
                             See Item 8 of cover page

Item 5          Ownership of five percent or less of a class:
                Not applicable

Item 6          Ownership of more than five percent on behalf of another
                person:         

                Of the shares reported herein, F. Quinn Stepan and Paul H. 
                Stepan, as the general partners of Stepan Venture I, an 
                Illinois limited partnership, which in turn is the sole general
                partner of Stepan
<PAGE>   24
                                                                    Page 4 of 4


                Venture II, an Illinois limited partnership, have over 471,146
                of the issuer's common shares owned by Stepan Venture II.

Item 7          Identification and classification of the subsidiary which
                acquired the security being reported on by the parent holding 
                company:
                Not applicable

Item 8          Identification and classification of members of the group:
                Not applicable

Item 9          Notice of dissolution of group:
                Not applicable

Item 10         Certification:
                Not applicable


Signature - After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.


February 10, 1995                            /s/ Paul H. Stepan
- - - - ----------------------                       ---------------------------- 
Dated                                        Signature

                                                 Paul H. Stepan
                                             ---------------------------- 
                                             Name
<PAGE>   25
                                UNITES STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                 SCHEDULE 13G


                  Under the Securities Exchange Act of 1934

                             (Amendment No. 13)*

                                STEPAN COMPANY
- - - - --------------------------------------------------------------------------------
                               (Name of Issuer)


                          COMMON STOCK $1 PAR VALUE
- - - - --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 858586-10-0
- - - - --------------------------------------------------------------------------------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statment /  /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





                              Page 1 of 4 pages
<PAGE>   26
CUSIP No.   858586-10-0                 13G                   Page 2 of 4 Pages

1  NAME OF REPORTING PERSON
   S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          F. QUINN STEPAN

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) / /
                                                                  (b) / /

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

          U.S.A.


                5       SOLE VOTING POWER

 NUMBER OF                873,882 shares, includes 285,800 shares under options
  SHARES                  exercisable within six (6) months (common shares
BENEFICIALLY              split 2-for-one on 12-15-94)
 OWNED BY
   EACH         6       SHARED VOTING POWER
 REPORTING                  
  PERSON                  471,146   (see item 8)
   WITH
                7       SOLE DISPOSITIVE POWER
   
                          873,882

                8       SHARED DISPOSITIVE POWER

                          471,146

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,051,800 shares, includes shares held by spouse and spouse as
            trustee under trusts for the benefit of minor children

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          20.6%

12 TYPE OF REPORTING PERSON*

          INDIVIDUAL


                     *SEE INSTRUCTION BEFORE FILLING OUT!


                              Page 2 of 4 pages

<PAGE>   27
                                                                  page 3 of 4

        Item 1(a)       Name of issuer:
                        Stepan Company

        Item 1(b)       Address of issuer's principal executive offices:
                        22 West Frontage Road
                        Northfield, Illinois  60093

        Item 2(a)       Name of person filing:
                        See Item 1 of cover page

        Item 2(b)       Address of principal business office or, if none, 
                        residence
                        Stepan Company
                        22 West Frontage Raod
                        Northfield, Illinois  60093

        Item 2(c)       Citizenship
                        See Item 4 of cover page

        Item 2(d)       Title of class of securities:
                        Common

        Item 2(e)       CUSIP number:
                        858586-10-0

        Item 3          Not applicable

        Item 4          Ownership
                        (a)     Amount beneficially owned:
                                See Item 9 of cover page
                        (b)     Percent of Class:
                                See Item 11 of cover page
                        (c)     Number of shares as to which such person has:
                                (i)     Sole power to vote or direct the vote
                                        See Item 5 of cover page
                                (ii)    Shares power to vote or direct the 
                                        vote - See Item 6 of cover page
                                (iii)   Sole power to dispose or direct the
                                        disposition of 
                                        See Item 7 of cover page
                                (iv)    Shares power to dispose or direct the
                                        disposition of:
                                        See Item 8 of cover page

        Item 5          Ownership of five percent or less of a class:
                        Not applicable

        Item 6          Ownership of more than five percent on behalf of
                        another person:
                        Of the shares reported herein, F. Quinn Stepan and 
                        Paul  H. Stepan, as the general partners of Stepan
                        Venture I, an Illinois limited partnership, which 
                        in turn is the sole general partner of Stepan
<PAGE>   28
                                                                   Page 4 of 4

                        Venture II, an Illinois limited partnership, have
                        over 471,146 of the issuer's common shares owned by 
                        Stepan Venture II.

        Item 7          Identification and classification of the subsidiary
                        which acquired the security being reported on by
                        the parent holding company:
                        Not applicable

        Item 8          Identification and clasification of members of the
                        group:
                        Not applicable

        Item 9          Notice of dissolution of group:
                        Not applicable

        Item 10         Certification:
                        Not applicable


Signature - After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.


    February 10, 1995
- - - - -------------------------           ----------------------------------------
Dated                               Signature



                                              F. Quinn Stepan
                                    ----------------------------------------
                                    Name


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