STEPAN CO
10-Q, 1997-05-12
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             ______________________

                                   FORM 10-Q
 
(MARK ONE)
(  X  )       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
 
(     )       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              FOR THE TRANSITION PERIOD FROM ______________ TO __________
 
                                    1-4462
         -------------------------------------------------------------
                            Commission File Number

                                 STEPAN COMPANY
         ------------------------------------------------------------- 
             (Exact name of registrant as specified in its charter)

             Delaware                                        36 1823834
- --------------------------------                     ---------------------------
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                        Identification Number)


              Edens and Winnetka Road,  Northfield, Illinois 60093
         ------------------------------------------------------------- 
                    (Address of principal executive offices)

Registrant's telephone number    (847) 446-7500
                               ----------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                  Yes  X  No
                                                      ---    ---
                                        
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
 
           Class                                      Outstanding at April 30,
                                                                1997
- ---------------------------                       ------------------------------
Common Stock, $1 par value                                9,801,000 shares


<PAGE>
 
Part I                       FINANCIAL INFORMATION
- -------------------------------------------------------------------------------
Item 1  -  Financial
 Statements
                                 STEPAN COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      March 31, 1997 and December 31, 1996
                                   Unaudited
<TABLE>
<CAPTION>
 

(Dollars in Thousands)                     3/31/97    12/31/96
                                           -------    --------
<S>                                       <C>         <C>
 
ASSETS
- ------
 
CURRENT ASSETS:
   Cash and cash equivalents              $  3,033   $   4,778
   Receivables, net                         84,194      85,017
   Inventories (Note 2)                     45,040      50,242
   Deferred income taxes                    10,703      10,703
   Other current assets                      2,908       2,958
                                          --------   ---------
        Total current assets              $145,878   $ 153,698
                                          --------   ---------
 
PROPERTY, PLANT AND EQUIPMENT:
   Cost                                    504,477     497,882
   Less accumulated depreciation           297,768     290,723
                                          --------   ---------
                                           206,709     207,159
                                          --------   ---------
 
OTHER ASSETS                                19,551      20,155
                                          --------   ---------
 
               Total assets               $372,138   $ 381,012
                                          ========   =========
 
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
 
CURRENT LIABILITIES:
   Current maturities of long-term debt   $  6,697   $   6,973
   Accounts payable                         38,840      43,417
   Accrued liabilities                      32,255      32,986
                                          --------   ---------
        Total current liabilities           77,792      83,376
                                          --------   ---------
 
DEFERRED INCOME TAXES                       35,279      35,954
                                          --------   ---------
 
LONG-TERM DEBT, less current maturities     97,848     102,567
                                          --------   ---------
 
OTHER NON-CURRENT LIABILITIES               28,236      27,500
                                          --------   ---------
 
STOCKHOLDERS' EQUITY:
   5-1/2% convertible preferred stock,
    cumulative, voting without par
    value; authorized 2,000,000 shares;
    issued 796,972 shares in 1997
    and 796,972 shares in 1996              19,924      19,924  
   Common stock, $1 par value;
    authorized 15,000,000 shares;           
    issued 10,137,306 shares in 1997
    and 10,131,706 shares in 1996           10,137       10,132
   Additional paid-in capital                5,215        5,066
   Cumulative translation adjustments       (6,202)      (4,820)
   Retained earnings (approximately       
    $49,382 unrestricted in 1997 and      
    $46,689 in 1996)                       109,490      106,513 
                                          --------     --------  
                                           138,564      136,815
   Less - Treasury stock, at cost            5,581        5,200
                                          --------    ---------
         Stockholders' equity              132,983      131,615
                                          --------    ---------
 
               Total liabilities and      
                stockholders' equity      $372,138    $ 381,012
                                          ========    =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these condensed consolidated balance sheets.

                                       2
<PAGE>
 
                                 STEPAN COMPANY
                       CONSOLIDATED STATEMENTS OF INCOME
               For the Three Months Ended March 31, 1997 and 1996
                                   Unaudited
<TABLE>
<CAPTION>
 
 
(In Thousands, except per share amounts)      Three Months
                                             Ended March 31
                                          ------------------- 
                                            1997       1996
                                          --------   -------- 
 
<S>                                       <C>        <C>
NET SALES                                 $139,670   $130,643
Cost of Sales                              115,625    104,768
                                          --------   --------
Gross Profit                                24,045     25,875
                                          --------   --------
 
Operating Expenses:
   Marketing                                 4,866      4,749
   Administrative                            4,765      5,037
   Research, Development and Technical       
    Services                                 4,909      4,792
                                          --------   --------
                                            14,540     14,578
                                          --------   --------
 
Operating Income                             9,505     11,297
 
Other Income (Expense):
   Interest, Net                            (1,870)    (1,987)
   Income (Loss) from Equity Joint        
    Ventures                                   (96)      (167)
                                          --------   --------
                                            (1,966)    (2,154)
                                          --------   --------
 
Income Before Income Taxes                   7,539      9,143
Provision for Income Taxes                   3,062      3,508
                                          --------   --------
NET INCOME                                $  4,477   $  5,635
                                          ========   ========
 
 
Net Income Per Common Share (Note 3)
      Primary                             $   0.43   $   0.54
                                          ========   ========
      Fully Diluted                       $   0.41   $   0.51
                                          ========   ========
 
Dividends per Common Share                $ 0.1250   $ 0.1175
                                          ========   ========
 
Average Common Shares Outstanding            9,839     10,016
                                          ========   ========
 
</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
             
                                       3
<PAGE>
 
                                 STEPAN COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 1997 and 1996
                                   Unaudited
<TABLE>
<CAPTION>
 
<S>                                       <C>        <C>
(Dollars In Thousands)                     3/31/97    3/31/96
                                          --------   --------
 
NET CASH FLOW FROM OPERATING ACTIVITIES
   Net income                             $  4,477   $  5,635
   Depreciation and amortization             8,876      8,395
   Deferred revenue recognition               (724)      (641)
   Customer prepayments                      2,000      2,700
   Deferred income taxes                      (599)      (628)
   Non-current environmental and legal                        
    liabilities                               (540)         - 
   Other non-cash items                        284        192
   Changes in Working Capital:
      Receivables, net                         823      1,879
      Inventories                            5,202      3,307
      Accounts payable and accrued                             
       liabilities                          (5,308)    (8,969) 
      Other                                     50        278
                                          --------   --------
         Net Cash Provided by Operating                       
          Activities                        14,541     12,148 
                                           --------   -------- 
CASH FLOWS FROM INVESTING ACTIVITIES
   Expenditures for property, plant and                        
    equipment                               (9,332)   (11,285) 
   Investment in subsidiaries or joint       
    venture                                      -        (50)  
   Other non-current assets                    228         80
                                          --------   --------
      Net Cash Used for Investing           
       Activities                           (9,104)   (11,255) 
                                          --------   --------    
CASH FLOWS FROM FINANCING AND OTHER
 RELATED ACTIVITIES
   Revolving debt and notes payable to                        
    banks, net                              (3,729)     1,101 
   Other debt borrowings                         -          -
   Other debt repayments                    (1,247)       (36)
   Sales of treasury stock, net               (381)       320
   Dividends paid                           (1,500)    (1,447)
   Other non-cash items                       (325)        47
                                          --------   --------
      Net Cash Used for Financing and                          
       Other Related Activities             (7,182)       (15) 
                                           --------   -------- 
NET (DECREASE) INCREASE IN CASH AND                           
 CASH EQUIVALENTS                           (1,745)       878 
CASH AND CASH EQUIVALENTS AT BEGINNING                        
 OF YEAR                                     4,778      3,148 
CASH AND CASH EQUIVALENTS AT END OF       --------   -------- 
 PERIOD                                   $  3,033   $  4,026                 
                                          ========   ======== 
CASH PAID DURING THE PERIOD FOR:
   Interest                               $    855   $  2,573
   Income taxes                           $  1,872   $    786
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.

<PAGE>
 
                                STEPAN COMPANY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     March 31, 1997 and December 31, 1996
                                   Unaudited


1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     -------------------------------------------

     The condensed consolidated financial statements included herein have been
     prepared by the company, without audit, pursuant to the rules and
     regulations of the Securities and Exchange Commission. Certain information
     and footnote disclosures normally included in financial statements prepared
     in accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and regulations, although
     management believes that the disclosures are adequate and make the
     information presented not misleading. It is suggested that these condensed
     consolidated financial statements be read in conjunction with the financial
     statements and the notes thereto included in the company's latest Annual
     Report to Stockholders and the Annual Report to the Securities and Exchange
     Commission on Form 10-K for the year ended December 31, 1996. In the
     opinion of management all adjustments, consisting only of normal recurring
     adjustments, necessary to present fairly the consolidated financial
     position of Stepan Company as of March 31, 1997, and the consolidated
     results of operations and cash flows for the three months then ended, have
     been included.
 

2.   INVENTORIES
     -----------
<TABLE>
<CAPTION>

     Inventories include the following amounts:
<S>                                                      <C>      <C>
          (Dollars in Thousands)                         3/31/97  12/31/96
                                                         -------  --------
          Inventories valued primarily on LIFO basis -
            Finished products                            $29,952   $30,689
            Raw materials                                 15,088    19,553
                                                         -------   -------
          Total inventories                              $45,040   $50,242
                                                         =======   =======
</TABLE>

     If the first-in, first-out (FIFO) inventory valuation method had been used
     for all inventories, inventory balances would have been approximately
     $12,900,000 and $12,800,000 higher than reported at March 31, 1997, and
     December 31, 1996, respectively.

3.   NET INCOME PER COMMON SHARE
     ---------------------------

     Primary net income per common share amounts are computed by dividing net
     income less the convertible preferred stock dividend requirement by the
     weighted average number of common shares outstanding. Fully diluted net
     income per share amounts are based on an increased number of common shares
     that would be outstanding assuming the

<PAGE>
 
     exercise of certain outstanding stock options and the conversion of the
     convertible preferred stock, when such conversion would have the effect of
     reducing net income per share. For computation of earnings per share,
     reference should be made to Exhibit 11.

4.   CONTINGENCIES
     -------------

     There are a variety of legal proceedings pending or threatened against the
     company. Some of these proceedings may result in fines, penalties,
     judgments or costs being assessed against the company at some future time.
     The company's operations are subject to extensive local, state and federal
     regulations, including the federal Comprehensive Environmental Response,
     Compensation and Liability Act of 1980 ("Superfund") and the Superfund
     amendments of 1986. The company, and others, have been named as potentially
     responsible parties at affected geographic sites. As discussed in
     Management's Discussion and Analysis of Financial Condition and Results of
     Operations included in this filing, the company believes that it has made
     adequate provisions for the costs it may incur with respect to these sites.
     The company has estimated a range of possible environmental and legal
     losses from $4.1 million to $26.2 million at March 31, 1997. At March 31,
     1997, the company's reserve was $20.5 million for legal and environmental
     matters compared to $21.0 million at December 31, 1996.

     At certain of the sites, estimates cannot be made of the total costs of
     compliance, or the company's share of such costs; accordingly, the company
     is unable to predict the effect thereof on future results of operations. In
     the event of one or more adverse determinations in any annual or interim
     period, the impact on results of operations for those periods could be
     material. However, based upon the company's present belief as to its
     relative involvement at these sites, other viable entities'
     responsibilities for cleanup and the extended period over which any costs
     would be incurred, the company believes that these matters will not have a
     material effect on the company's financial position. Certain of these
     matters are discussed in Item 3, Legal Proceedings, in the 1996 Form 10-K
     Annual Report and in other filings of the company with the Securities and
     Exchange Commission, which are available upon request from the company.

5.   SUBSEQUENT EVENT
     ----------------

     In April 1997, the company completed its previously announced acquisition
     of the West Coast anionic surfactant business from Lonza, Inc. The
     acquisition consists of intangible assets, including customer lists,
     goodwill, know-how and a non-compete covenant. No manufacturing facilities
     were included in the agreement.

6.   RECLASSIFICATIONS
     -----------------

     Certain amounts in the 1996 financial statements have been reclassified to
     conform with the 1997 presentation.

<PAGE>
 
                                STEPAN COMPANY
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations


The following is management's discussion and analysis of certain significant
factors which have affected the company's financial condition and results of
operations during the interim period included in the accompanying condensed
consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

For the quarter ended March 31, 1997, net cash from operations totaled $14.5
million, an increase of $2.4 million, or 20 percent, over last year's first
quarter. The current year increase came as a result of insurance recoveries and
working capital improvements, partially offset by lower net income.

For the first quarter of 1997, net income was down by $1.2 million compared to
the same quarter in 1996. Insurance recoveries received during the first quarter
essentially offset a trade receivable increase which was driven by higher sales
compared to the fourth quarter of 1996. Inventories fell by $5.2 million for the
current year quarter compared to a decrease of $3.3 million for the first
quarter of 1996.

Capital expenditures totaled $9.3 million for the current quarter, down by $2.0
million compared to $11.3 million for the same period in 1996. During April
1997, the company also entered into an agreement to purchase certain portions of
the anionic surfactant business of Lonza, Inc., of Fair Lawn, New Jersey.

For the first three months of 1997, total company debt decreased by $5.0
million, to $104.5 million. At quarter-end, the ratio of long-term debt to long-
term debt plus shareholders' equity stood at 42.4 percent, down from 43.8
percent as of December 31, 1996.

The company maintains contractual relationships with its domestic banks which
provide for $45 million of revolving credit which may be drawn upon as needed
for general corporate purposes. At March 31, 1997, the company had $6.5 million
outstanding under this revolving credit line. The company also meets short-term
liquidity requirements through uncommitted bank lines of credit and bankers'
acceptances. The company's foreign subsidiaries maintain committed and
uncommitted bank lines of credit in their respective countries to meet working
capital requirements as well as to fund capital expenditure programs and
acquisitions.

The company anticipates that cash from operations and from committed credit
facilities will be sufficient to fund anticipated capital expenditures,
dividends, acquisitions, joint venture investments and other planned financial
commitments for the foreseeable future.

<PAGE>
 
RESULTS OF OPERATIONS
- ---------------------

Three Months Ended March 31, 1997 and 1996
- ------------------------------------------

Net income for the first quarter ended March 31, 1997, was $4.5 million, or $.43
per share, down 20 percent from $5.6 million, or $.54 per share reported for the
same quarter a year earlier. Net sales increased seven percent to $139.7
million, from $130.6 million reported last year. Net sales by product group
were:
<TABLE>
<CAPTION>
 
                   (Dollars in Thousands)           Three Months
                                                   Ended March 31
                                           ------------------------------
                                             1997      1996      % Change
                                           --------  --------    --------
<S>                <C>                     <C>       <C>         <C> 
                   Net Sales:
                     Surfactants           $107,718  $102,270        +5
                     Polymers                24,928    20,392       +22
                     Specialty Products       7,024     7,981       -12
                                           --------  --------
                        Total              $139,670  $130,643        +7
                                           ========  ========
</TABLE>
Surfactants net sales increased due mainly to a nine percent rise in sales
volume. Improved domestic sales, most notably for the company's laundry and
cleaning product lines, accounted for most of the volume and net sales gains.
Foreign operations also contributed to the overall sales volume growth, but the
related net sales dipped slightly between years partly as a result of weaker
foreign currency exchange rates.

Surfactants gross profit decreased eight percent from $18.9 million for the
first quarter of 1996 to $17.3 million for the first quarter of 1997. Both
domestic and foreign operations reported lower gross profit. The company's
European subsidiaries were the major contributors to a 30 percent fall in
foreign gross profit. France reported a 17 percent drop in gross profit
principally from the impact of a weaker French franc as well as continued
pricing pressures in the European market. Germany reported a loss for the
quarter (Stepan Germany was not acquired until the second quarter of 1996). Both
Canadian and Mexican gross profits were down on decreased margins. Lower selling
prices coupled with recent raw material price increases lowered domestic gross
profit despite higher sales volume.

Polymers net sales increased 22 percent on a 13 percent gain in sales volume.
All product groups contributed to the improved net sales and volume.
Polyurethane systems reported a 66 percent growth in net sales due to 59 percent
growth in sales volume. Polyols net sales increased 19 percent due to increased
domestic sales volume as well as stronger volumes to major export customers.
Improved phthalic anhydride net sales resulted primarily from higher selling
prices due to increased raw material costs.

<PAGE>
 
Polymers gross profit increased 17 percent from $4.9 million in the first
quarter of 1996 to $5.7 million in the first quarter of 1997. Polyurethane
systems contributed most of the increase in gross profit as both sales volumes
and margins grew. A shift to a more profitable mix of products caused the growth
in systems margins. Polyols gross profit improved in the current quarter due to
stronger volume partially offset by increased raw material costs. PA gross
profit increased on improved margins and sales volume.

Specialty products net sales were down 12 percent due to a lower sales volume.
Gross profit decreased 52 percent on lower volume among higher margin products
with the food and pharmaceutical applications.

Operating expenses were down slightly between years due to a five percent
decrease in administrative expenses partially offset by a two percent increase
in marketing expenses and a two percent increase in research and development
expenses.

Interest expense for the quarter decreased six percent primarily as a result of
decreased debt levels.

1997 OUTLOOK
- ------------

The outlook for the remainder of 1997 for both surfactants and polymers is good.
Although the first quarter earnings were below those of the prior year's first
quarter, the company still believes that the full year result will set an
earnings record. Recent surfactant price adjustments appear to have been
successful and may compensate for the past increase in raw material prices. The
company has also completed its previously announced acquisition of the West
Coast surfactant business of Lonza, Inc. This acquisition, as well as other
indications of consolidation in the surfactant industry, leaves the company
strategically well positioned for growth in the core surfactant business. In
addition, continued growth, particularly in global sales of polyurethane
polyols, is expected for the polymer group.

ENVIRONMENTAL AND LEGAL MATTERS
- -------------------------------

The company is subject to extensive federal, state and local environmental laws
and regulations. Although the company's environmental policies and practices are
designed to ensure compliance with these laws and regulations, future
developments and increasingly stringent environmental regulation could require
the company to make additional unforeseen environmental expenditures. The
company will continue to invest in the equipment and facilities necessary to
comply with existing and future regulations. During the first quarter of 1997,
company expenditures for capital projects related to the environment were $2.0
million and should approximate $6 million to $7 million for the full year 1997.
These projects are capitalized and typically depreciated over 10 years.
Recurring costs associated with the operation and maintenance of facilities for
waste treatment and disposal and managing environmental compliance in ongoing
operations at our manufacturing locations were $2.0 million for the first three
months of 1997. While difficult to project, it is not anticipated that these
recurring expenses will increase significantly in the future.

<PAGE>
 
The company has been named by the government as a potentially responsible party
at 15 waste disposal sites where cleanup costs have been or may be incurred
under the federal Comprehensive Environmental Response, Compensation and
Liability Act and similar state statutes. In addition, damages are being claimed
against the company in general liability actions for alleged personal injury or
property damage in the case of some disposal and plant sites. The company
believes that it has made adequate provisions for the costs it may incur with
respect to these sites. The company has estimated a range of possible
environmental and legal losses from $4.1 million to $26.2 million at March 31,
1997. At March 31, 1997, the company's reserve was $20.5 million for legal and
environmental matters compared to $21.0 million at December 31, 1996. During the
first three months of 1997, expenditures related to legal and environmental
matters approximated $.7 million. At certain of the sites, estimates cannot be
made of the total costs of compliance or the company's share of such costs;
accordingly, the company is unable to predict the effect thereof on future
results of operations. In the event of one or more adverse determinations in any
annual or interim period, the impact on results of operations for those periods
could be material. However, based upon the company's present belief as to its
relative involvement at these sites, other viable entities' responsibilities for
cleanup and the extended period over which any costs would be incurred, the
company believes that these matters will not have a material effect on the
company's financial position. Certain of these matters are discussed in Item 3,
Legal Proceedings, in the 1996 Form 10-K Annual Report and in other filings of
the company with the Securities and Exchange Commission, which are available
upon request from the company.

ACCOUNTING STANDARD
- -------------------

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 - Earnings Per Share ("SFAS No. 128").
SFAS 128 is effective for financial statements for both interim and annual
periods ending after December 15, 1997. Earlier application is not permitted.
SFAS 128 supersedes APB Opinion 15 - Earnings Per Share and replaces primary
earnings per share with basic earnings per share. Fully diluted earnings per
share is still required but will be titled diluted earnings per share. Had SFAS
128 been adopted in the first quarter of 1997, there would have been no impact
on current and prior year quarterly earnings per share. At this time, the
company is not able to determine whether SFAS 128 will have a material impact on
earnings per share upon adoption in the fourth quarter of 1997.

OTHER
- -----

Except for the historical information contained herein, the matters discussed in
this document are forward looking statements that involve risks and
uncertainties. The results achieved this quarter are not necessarily an
indication of future prospects for the company. Actual results in future
quarters may differ materially. Potential risks and uncertainties include, among
others, fluctuations in the volume and timing of product orders, changes in
demand for the company's products, changes in technology, continued competitive
pressures in the marketplace, outcome of environmental contingencies,
availability of raw materials, and the general economic conditions.

<PAGE>
 
Part II                          OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1 - Legal Proceedings

On April 30, 1997, the company received from the U.S. Environmental Protection
Agency, Region VIII, Denver, Colorado, a Notice of Request for Information
Pursuant to Section 104(e) of CERCLA for the Twins Inn Site in Arvada, Jefferson
County. The company has responded to this request for information and based upon
the information available to the company at this time, the company does not
believe it has any liability with regard to this site. The company has no record
of being at this site although it did do business with the operator of the Twin
Inns Site, but at a geographically different site which is not part of the Twins
Inn investigation.

Item 4 - Submission of Matters to a Vote of Security Holders

     (A)  The company's 1996 Annual Meeting of Stockholders was held on May 6,
          1997.

     (B)  Proxies were solicited by management pursuant to Regulation 14 under
          the Securities Exchange Act of 1934, there was no solicitation in
          opposition to management's nominees as listed in the proxy statement,
          and all such nominees were elected.

     (C)  A majority of the outstanding shares voted to ratify the appointment
          of Arthur Andersen LLP as independent auditors for the company for
          1997
<TABLE>
<CAPTION>
 
<S>                           <C>          <C> 
                              9,882,856    For
                                 19,523    Against
                                 26,533    Abstentions
</TABLE>
Item 6  -  Exhibits and Reports on Form 8-K

     (A)  Exhibits

          (11) Statement re computation of Per Share Earnings

          (27) Financial Data Schedule


     (B)  Reports on Form 8-K

          None

<PAGE>
 
                                  SIGNATURES


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 thereunto duly authorized.


                                      STEPAN COMPANY


 
                                      /s/ Walter J. Klein

                                      Walter J. Klein
                                      Vice President - Finance
                                      Principal Financial and Accounting Officer

Date: May 9, 1997


<PAGE>


                                                                    Exhibit (11)
                                 STEPAN COMPANY
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
               For the Three Months Ended March 31, 1997 and 1996
                                   Unaudited
<TABLE>
<CAPTION>
 
(In Thousands, except per share amounts)     Three Months
                                            Ended March 31
                                          -----------------
                                            1997      1996
                                          -------   -------
<S>                                       <C>       <C>
Computation of per Share Earnings
- ----------------------------------------
Net income                                $ 4,477   $ 5,635
Deduct dividends on preferred stock           267       267
                                          -------   -------
Income applicable to common stock         $ 4,210   $ 5,368
                                          =======   =======
 
Weighted average number of shares                           
 outstanding                                9,839    10,016 
 
Per share earnings*                       $ 0.428   $ 0.536
                                          =======   =======
 
Computation of Per Share Primary
 Earnings
- ----------------------------------------
 
Income applicable to common stock         $ 4,210   $ 5,368
                                          =======   =======
 
Weighted average number of shares                          
 outstanding                                9,839    10,016
Add net shares issuable from assumed
 exercise of options                      
  (under treasury stock method)               276       157
                                          -------   -------
 
Shares applicable to primary earnings      10,115    10,173
                                          =======   =======
 
Per share primary earnings*               $ 0.416   $ 0.528
                                          =======   =======
 
Dilutive effect                               2.8%      1.5%
 
Computation of Per Share Fully Diluted
 Earnings
- ----------------------------------------
 
Net income                                $ 4,477   $ 5,635
                                          =======   =======
 
Weighted average number of shares         
 outstanding                                9,839    10,016
Add net shares issuable from assumed
 exercise of options                          
   (under treasury stock method)              276       180
Add weighted average shares issuable
 from assumed conversion of               
  convertible preferred stock                 887       887
                                          -------   -------
 
Shares applicable to fully diluted                          
 earnings                                  11,002    11,083 
                                          =======   ======= 
Per share fully diluted earnings*         $ 0.407   $ 0.508
                                          =======   =======
 
Dilutive effect                               4.9%      5.2%
</TABLE>
__________
*  Rounded


This calculation is submitted in accordance with Regulation  S-K, item
601(b)(11).
 


<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 
CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1997 AND CONSOLIDATED 
STATEMENT OF INCOME FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                         DEC-31-1997
<PERIOD-END>                              MAR-31-1997
<CASH>                                          3,033 
<SECURITIES>                                        0 
<RECEIVABLES>                                  84,194 
<ALLOWANCES>                                        0 
<INVENTORY>                                    45,040 
<CURRENT-ASSETS>                              145,878       
<PP&E>                                        504,477      
<DEPRECIATION>                                297,768    
<TOTAL-ASSETS>                                372,138      
<CURRENT-LIABILITIES>                          77,792    
<BONDS>                                        97,848  
                               0 
                                    19,924 
<COMMON>                                       10,137 
<OTHER-SE>                                    102,922       
<TOTAL-LIABILITY-AND-EQUITY>                  372,138         
<SALES>                                       139,670          
<TOTAL-REVENUES>                              139,670          
<CGS>                                         115,625          
<TOTAL-COSTS>                                 130,165          
<OTHER-EXPENSES>                                   96       
<LOSS-PROVISION>                                    0      
<INTEREST-EXPENSE>                              1,870       
<INCOME-PRETAX>                                 7,539       
<INCOME-TAX>                                    3,062      
<INCOME-CONTINUING>                             4,477      
<DISCONTINUED>                                      0  
<EXTRAORDINARY>                                     0      
<CHANGES>                                           0  
<NET-INCOME>                                    4,477 
<EPS-PRIMARY>                                    0.43 
<EPS-DILUTED>                                    0.41 
        

</TABLE>


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