SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
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 0
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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:
0
See Exhibit 2
(b) Percent of Class:
0.0%
(c) Number of Shares as to Which Such Person has:
(i) Sole power to vote or to direct the vote:
0
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: 0
See Exhibit 2
(iv) Shared power to dispose or to direct the disposition of:
0
5 OWNERSIP OF 5 PERCENT OR LESS OF A CLASS. If this statement is being
filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following: (X).
6 NOT APPLICABLE
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, 1997
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, 1997
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
Bankmont Financial Corp., its wholly-owned subsidiary Harris Bankcorp, Inc.
and its wholly-owned subsidiary Harris Trust and Saving Bank as Trustee,
no longer hold beneficial ownership of the Common Shares which had
previously been held by the Harris Trust and Savings Bank as Trustee
of the Stepan Company Employee Stock Ownership Plan, the Stepan Company
Directed Retirement Plan, and the Stepan Company Directed Profit Sharing
Plan.
