SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
STEPAN COMPANY (Name of Issuer)
Common Stock (Title of Class of Securities)
858586100 (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 pages 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
the section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
CUSIP No. 858586100
13G
1 NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankmont Financial Corp.(Previously updated by Harris
Bankcorp, Inc. on behalf of Bankmont Financial Corp.)
51-0275712
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
See Exhibit 1 (b) ( X )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 1,194,694
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 1,194,694
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,194,694
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.9%
12 TYPE OF REPORTING PERSON
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
1(a) NAME OF ISSUER:
Stepan Company
1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Edens & Winnetka
Northfield, IL 60093
2(a) NAME OF PERSON FILING:
Bankmont Financial Corp.(Previously filed by Harris
Bankcorp, Inc. of behalf of Bankmont Financial Corp.)
2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR RESIDENCE:
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
2(c) PLACE OF ORGANIZATION OR CITIZENSHIP:
A Delaware Corporation
2(d) TITLE OF CLASS OF SECURITIES:
Common stock
2(e) CUSIP NUMBER:
858586100
3 If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act.
(b) [X] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under section 8 of the
Investment Company Act.
(e) [ ] Investment adviser registered under section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee benefit plan, pension fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or endowment fund; see Sec.240.13d-1(b)(1)(ii)(F).
(g) [X] Parent holding company, in accordance with Sec.240.13d-
1(b)(ii)(G).
(h) [ ] Group, in accordance with Sec.240.13d-1(b)(1)(ii)(H).
4 OWNERSHIP:
(a) Amount Beneficially Owned:
1,194,694
See Exhibit 2
(b) Percent of Class:
11.9%
(c) Number of Shares as to Which Such Person has:
(i) Sole power to vote or to direct the vote:
1,194,694
See Exhibit 2
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
1,194,694
See Exhibit 2
(iv) Shared power to dispose or to direct the disposition of:
0
5 NOT APPLICABLE
6 OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON:
See Exhibit 2
7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Bankmont Financial Corp., a Parent Holding Company, filing
under Rule 13d-1(b)(ii)(G) on behalf of the following
subsidiary:
Harris Bankcorp, Inc., a Parent Holding Company
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
Harris Trust and Savings Bank, a bank
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
8 NOT APPLICABLE
9 NOT APPLICABLE
10 CERTIFICATION:
By signing below, the undersigned certifies that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and not acquired for
the purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
SIGNATURE: After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 13, 1996
BANKMONT FINANCIAL CORP.
BY: (Alan G. McNally)
Alan G. McNally
President
SCHEDULE 13G
Exhibit 1
Bankmont Financial Corp., a wholly-owned subsidiary of Bank of
Montreal, owns Harris Bankcorp, Inc. Harris Trust and Savings
Bank is a wholly-owned subsidiary of Harris Bankcorp, Inc.
Pursuant to Rule 13-d(f)1(iii), Harris Bankcorp, Inc. and Harris
Trust and Savings Bank agree to this filing of Schedule 13G by
Bankmont Financial Corp. This exhibit is submitted as proof of
their agreement and authorization for Bankmont Financial Corp. to
file on their behalf.
Date: February 13, 1996
HARRIS BANKCORP, INC.
BY: (Thomas R. Sizer)
Thomas R. Sizer
Secretary
HARRIS TRUST AND SAVINGS BANK
BY: (Robert J. Fridell)
Robert J. Fridell
Vice President
SCHEDULE 13G
Exhibit 2
In accordance with Rule 13d-4, Bankmont Financial Corp., its wholly
- -owned subsidiary Harris Bankcorp, Inc. and its wholly-owned
subsidiary Harris Trust and Savings Bank as Trustee, expressly disclaim
beneficial ownership of the 414,444 Common Shares held by the Harris
Trust and Savings Bank as Trustee of the Stepan Company Employee Stock
Ownership Plan, the 420,000 Common Shares held as Trustee of the Stepan
Company Directed Retirement Plan and the 260,522 Common Shares and
96,728 5.5% Convertible Preferred Shares held as Trustee of the Stepan
Company Directed Profit Sharing Plan. (the "Shares" and the "Plans").
These Shares are reported on Cover Sheet page 2 and also on pages 4
through 6 of this Schedule 13G. Under terms of the Plans, as amended,
the Trustee is to vote the allocated Shares held by the Plans in
accordance with the instructions received from the Company or Plans
participants and to dispose of the allocated Shares in connection with
tender offers in accordance with directions received from Plans
participants. If no voting instructions or invalid voting instructions
are received with respect to allocated Shares, the Trustee is to vote
such Shares in the same manner and in the same proportion as the allocated
Shares with respect to which the Trustee received valid voting
instructions are voted. With respect to allocated Shares, if no
directions or invalid directions are received in connection with tendering
Shares, the Trustee is to treat such allocated Shares as if participants
instructed the Trustee not to dispose of such Shares. The actions and
duties of the Trustee pursuant to the provisions of the Plans and the
Trust, including but not limited to the provisions described above, are
subject to the requirements of the Employee Retirement Income Security
Act of 1974.
