STEPAN CO
10-Q, 1998-05-14
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, 1998

  (   )    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, 1998
- --------------------------                         -----------------------------
Common Stock, $1 par value                                9,849,000 shares
<PAGE>
 
Part I                       FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
Item 1  -  Financial Statements

                                 STEPAN COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      March 31, 1998 and December 31, 1997
                                   Unaudited

<TABLE>
<CAPTION>
(Dollars in Thousands)                                                    3/31/98           12/31/97
                                                                         --------          ---------
<S>                                                                      <C>               <C>
ASSETS
- ------

CURRENT ASSETS:
   Cash and cash equivalents                                             $  5,245          $   5,507
   Receivables, net                                                        86,553             81,018
   Inventories (Note 2)                                                    46,598             48,999
   Deferred income taxes                                                    6,636              6,636
   Other current assets                                                     3,526              4,322
                                                                         --------          ---------
        Total current assets                                              148,558            146,482
                                                                         --------          ---------

PROPERTY, PLANT AND EQUIPMENT:
   Cost                                                                   533,345            527,666
   Less: Accumulated depreciation                                         329,627            321,065
                                                                         --------          ---------
                                                                          203,718            206,601
                                                                         --------          ---------

OTHER ASSETS                                                               21,384             21,853
                                                                         --------          ---------

               Total assets                                              $373,660          $ 374,936
                                                                         ========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

CURRENT LIABILITIES:
   Current maturities of long-term debt                                  $  5,937          $   5,957
   Accounts payable                                                        42,839             42,894
   Accrued liabilities                                                     34,635             33,842
                                                                         --------          ---------
        Total current liabilities                                          83,411             82,693
                                                                         --------          ---------

DEFERRED INCOME TAXES                                                      31,803             32,258
                                                                         --------          ---------

LONG-TERM DEBT, less current maturities                                    93,263             94,898
                                                                         --------          ---------

OTHER NON-CURRENT LIABILITIES                                              23,909             27,489
                                                                         --------          ---------

STOCKHOLDERS' EQUITY:
   5-1/2% convertible preferred stock, cumulative,
       voting without par value; authorized 2,000,000 shares;
       issued 786,827 shares in 1998 and 788,434 shares in 1997            19,671             19,711
   Common stock, $1 par value; authorized 15,000,000 shares;
      issued 10,353,786 shares in 1998 and 10,341,952 shares in 1997       10,354             10,342
   Additional paid-in capital                                               8,707              8,091
   Cumulative translation adjustments                                      (7,936)            (7,337)
   Retained earnings (approximately $38,830 unrestricted in 1998
      and $52,623 in 1997)                                                124,993            120,854
                                                                         --------          ---------
                                                                          155,789            151,661
   Less: Treasury stock, at cost                                           14,515             14,063
                                                                         --------          ---------
         Stockholders' equity                                             141,274            137,598
                                                                         --------          ---------

               Total liabilities and stockholders' equity                $373,660          $ 374,936
                                                                         ========          =========
</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these condensed consolidated balance sheets.
<PAGE>
 
                                 STEPAN COMPANY
                       CONSOLIDATED STATEMENTS OF INCOME
               For the Three Months Ended March 31, 1998 and 1997
                                   Unaudited


<TABLE>
<CAPTION>

(In Thousands, except per share amounts)                     Three Months      
                                                            Ended March 31     
                                                          1998           1997  
                                                        --------       --------
<S>                                                     <C>            <C>     
NET SALES                                               $150,388       $139,670
Cost of Sales                                            122,559        115,625
                                                        --------       --------
Gross Profit                                              27,829         24,045
                                                        --------       --------
Operating Expenses:                                                           
  Marketing                                                5,953          4,866
  Administrative                                           5,174          4,765
  Research, Development and Technical Services             5,304          4,909
                                                        --------       --------
                                                          16,431         14,540
                                                        --------       --------
                                                                              
Operating Income                                          11,398          9,505
                                                                              
Other Income (Expense):                                                       
  Interest, Net                                           (1,907)        (1,870)
  Income (Loss) from Equity Joint Ventures                    47            (96)
                                                        --------       --------
                                                          (1,860)        (1,966)
                                                        --------       --------
                                                                              
Income Before Income Taxes                                 9,538          7,539
Provision for Income Taxes                                 3,816          3,062
                                                        --------       --------
NET INCOME                                              $  5,722       $  4,477
                                                        ========       ========
 
 
Net Income Per Common Share (Note 3)
  Basic                                                 $   0.56       $   0.43
                                                        ========       ========
  Diluted                                               $   0.52       $   0.41
                                                        ========       ========

Dividends per Common Share                              $ 0.1375       $ 0.1250
                                                        ========       ========

Average Common Shares Outstanding                          9,846          9,839
                                                        ========       ========
</TABLE>
                                        


The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.

<PAGE>
 
                                STEPAN COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 1998 and 1997
                                   Unaudited

<TABLE>
<CAPTION>
(Dollars In Thousands)                                        3/31/98   3/31/97
                                                             --------  --------
<S>                                                          <C>       <C> 

NET CASH FLOW FROM OPERATING ACTIVITIES
  Net income                                                 $  5,722  $  4,477
  Depreciation and amortization                                 9,318     8,876
  Deferred revenue recognition                                 (1,081)     (724)
  Customer prepayments                                              -     2,000
  Deferred income taxes                                          (406)     (599)
  Non-current environmental and legal liabilities                (548)     (540)
  Other non-cash items                                             87       284
  Changes in Working Capital:
    Receivables, net                                           (5,535)      823
    Inventories                                                 2,401     5,202
    Accounts payable and accrued liabilities                   (1,213)   (5,308)
    Other                                                         796        50
                                                             --------  --------
      Net Cash Provided by Operating Activities                 9,541    14,541
                                                             --------  --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Expenditures for property, plant and equipment               (6,401)   (9,332)
  Other non-current assets                                        125       228
                                                             --------  --------
      Net Cash Used for Investing Activities                   (6,276)   (9,104)
                                                             --------  --------

CASH FLOWS FROM FINANCING AND OTHER RELATED ACTIVITIES
  Revolving debt and notes payable to banks, net               (1,610)   (3,729)
  Other debt repayments                                           (57)   (1,247)
  Sales of treasury stock, net                                   (452)     (381)
  Dividends paid                                               (1,583)   (1,500)
  Other non-cash items                                            175      (325)
                                                             --------  --------
    Net Cash Used for Financing and Other Related 
      Activities                                               (3,527)   (7,182)
                                                             --------  --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                        (262)   (1,745)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                  5,507     4,778
                                                             --------  --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  5,245  $  3,033
                                                             ========  ========

CASH PAID DURING THE PERIOD FOR:
  Interest                                                   $    887  $    855
  Income taxes                                               $    896  $  1,872
</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, 1998 and December 31, 1997
                                   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, 1997. 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, 1998, and the consolidated
     results of operations and cash flows for the three months then ended, have
     been included.

2.   INVENTORIES

      Inventories include the following amounts:

<TABLE>
<CAPTION>
     (Dollars in Thousands)                          3/31/98    12/31/97
                                                    --------   ---------
     <S>                                            <C>         <C>
     Inventories valued primarily on LIFO basis -
        Finished products                           $ 29,286   $  31,110
        Raw materials                                 17,312      17,889
                                                    --------   ---------
     Total inventories                              $ 46,598   $  48,999
                                                    ========   =========
</TABLE>

     If the first-in, first-out (FIFO) inventory valuation method had been used
     for all inventories, inventory balances would have been approximately
     $11,700,000 and $11,900,000 higher than reported at March 31, 1998, and
     December 31, 1997, respectively.

3.   NET INCOME PER COMMON SHARE

     In 1997, the company adopted Statement of Financial Accounting Standards
     No. 128 (SFAS No. 128), "Earnings per Share", effective December 15, 1997.
     Accordingly, basic 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.
     Diluted net income per share amounts are based on an increased number of
     common shares that would be outstanding assuming the exercise of
<PAGE>
 
     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. The adoption of SFAS No. 128 had no effect on the net
     income per common share amounts reported for the first quarter of 1997;
     therefore, no restatement was necessary. 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 $25.7 million at March 31, 1998. At March 31,
     1998, the company's reserve was $20.1 million for legal and environmental
     matters compared to $20.6 million at December 31, 1997.

     For certain 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 1997 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.   COMPREHENSIVE INCOME

     In 1997, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
     (SFAS No. 130), which is effective for fiscal years beginning after
     December 15, 1997. SFAS No. 130 requires that comprehensive income be
     reported in a financial statement that is displayed with the same
     prominence as other financial statements (although for interim financial
     reporting footnote disclosure of comprehensive income is acceptable).
     Comprehensive income includes net income and all other nonowner changes in
     equity that are not reported in net income.
<PAGE>
     The company adopted SFAS No. 130 in 1998.  For the quarters ended March 31,
     1998 and 1997, the company's comprehensive income included net income and
     foreign currency translation losses.  The foreign currency translation
     losses totaled $599,000 and $1,382,000 for the quarters ended March 31,
     1998 and 1997, respectively.  Therefore, total comprehensive income was
     $5,123,000 for the quarter ended March 31, 1998, compared to $3,095,000 for
     the same quarter of 1997.
<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 first quarter of 1998, net cash from operations totaled $9.5 million, a
decrease of $5.0 million from the same period in 1997.  Net income was up by
$1.2 million for the current quarter while customer prepayments credited to
deferred revenue fell to zero from $2.0 million last year.  During 1998, changes
in working capital have resulted in a $3.6 million use of cash compared to $0.8
million source for the same period in 1997.

Capital expenditures totaled $6.4 million for first quarter, down by $2.9
million, or 31%, from $9.3 million for the comparable period last year.
However, it is projected that total year spending for 1998 will exceed last
year's total of $35.6 million.

Since last year-end, total company debt has decreased by $1.7 million, to $99.2
million.  At March 31, 1998, the ratio of long-term debt to long-term debt plus
shareholders' equity was 39.8 percent, down from 40.8 percent as of last year
end.

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, 1998, the company had $11.8
million outstanding under this revolving credit line.  The company also meets
short-term liquidity requirements through uncommitted bank lines of credit.  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 and other planned financial commitments for the foreseeable future.

RESULTS OF OPERATIONS
                                                
Three Months Ended March 31, 1998 and 1997

Net income for the first quarter ended March 31, 1998, was $5.7 million, or $.56
per share, up 28 percent from $4.5 million, or $.43 per share reported for the
same quarter a year earlier. Net 
<PAGE>
 
sales increased eight percent to $150.4 million from $139.7 million reported
last year. Net sales by product group were:

<TABLE>
<CAPTION>
(Dollars in Thousands)                    Three Months
                                         Ended March 31
                         --------------------------------------------
                               1998          1997          % Change
                           ------------  -------------  --------------
<S>                        <C>           <C>            <C>
Net Sales:
    Surfactants                $116,703       $107,718             +8%
    Polymers                     25,729         24,928             +3%
    Specialty Products            7,956          7,024            +13%
                               --------       --------
         Total                 $150,388       $139,670             +8%
                               ========       ========
</TABLE>
Surfactants net sales increased eight percent between years. Domestic
operations, which accounted for about 80 percent of total surfactant revenues,
reported net sales that were $6.3 million, or seven percent, greater than those
of a year ago. An 11 percent increase in sales volume, due largely to stronger
demand for personal care products, led to the improvement.  The company
continued to benefit from last year's second quarter acquisition of Lonza Inc.'s
West Coast anionic surfactant business and from some consolidation in the
surfactant marketplace. Foreign operations net sales grew $2.7 million, or 13
percent, on a 28 percent increase in sales volume. The company's Mexican,
Canadian and European subsidiaries posted volume increases of 86 percent, 24
percent and seven percent, respectively.

Surfactants gross profit increased 20 percent from $17.3 million for the first
quarter of 1997  to $20.8 million for the first quarter of 1998.  Both domestic
and foreign operations contributed to the improvement.  Domestic gross profit
increased $2.4 million, or 17 percent, on the strength of the sales volume noted
earlier. Better margins, arising from an improved sales mix also contributed to
the higher domestic gross profit. Foreign operations gross profit increased $1.1
million, or 41 percent. Most of the increase was attributable to the greater
sales volumes for the  company's Mexican and Canadian subsidiaries. The European
subsidiaries continued to be hurt by weak margins.

Polymers net sales increased three percent between years. Sales volume grew 15
percent. Volumes for polyurethane polyols and phthalic anhydride (PA) improved
18 percent and 15 percent, respectively, and volume for polyurethane systems
decreased three percent. The polyurethane polyols volume growth led to a $2.0
million, or 21 percent, increase in revenues. Despite its volume increase, PA's
net sales fell by $.6 million, or five percent. Lower average selling prices,
due in part to competitive pressures arising from oversupply in the PA
marketplace, led to the net sales decline. Polyurethane systems net sales
decreased $.6 million, or 14 percent, due to sales mix and lower sales volumes.

Polymers gross profit decreased 11 percent to $5.0 million in the first quarter
of 1998 from $5.7 million in the first quarter of 1997. Reduced margins for PA,
arising from the earlier noted competitive pressures, more than offset the
polymer sales volume gain. Gross profit for polyurethane systems also fell due
to sales mix and lower sales volumes. Improved gross profit
for polyurethane polyols, attributable to increased volume and margins,
partially offset the declines in PA and polyurethane systems.
<PAGE>
 
Specialty products net sales were up 13 percent due to higher sales volumes.
Gross profit increased to $1.9 million for the first three months of 1998 from
$1.0 million for the first three months of 1997.

Operating expenses increased 13 percent between years. Marketing, administrative
and research,  development and technical services expenses increased 22 percent,
nine percent and eight percent, respectively. Higher salary and fringe benefit
costs led to the increases in each of the expense classifications.

1998 OUTLOOK

The company is optimistic about achieving record sales and earnings in 1998.
Surfactant sales volumes and profit are expected to remain strong, particularly
in North America. Polymer earnings should improve on gains in the polyurethane
polyol business even if PA pricing remains weak.

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 1998,
company expenditures for capital projects related to the environment were $.8
million and should approximate $5.0 million to $7.0 million for the full year
1998.  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 1998.  While difficult to project, it is not anticipated that these
recurring expenses will increase significantly in the future.
                               
The company has been named by the government as a potentially responsible party
at 16 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 $25.7 million at March 31,
1998.  At March 31, 1998, the company's reserve was $20.1 million for legal and
environmental matters compared to $20.6 million at December 31, 1997.  During
the first three months of 1998, expenditures related to legal and environmental
matters approximated $.7 million.  For certain 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 
<PAGE>
 
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 1997 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

The company adopted Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS No. 130), in 1998. The adoption of  SFAS No. 130 has
no effect on reported Net Income or Net Income per Common Share (see note 5 of
the Notes to Condensed Consolidated Financial Statements for further
information).

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, foreign currency fluctuations and
the general economic conditions.
<PAGE>
 
Part II                            OTHER INFORMATION
- -------------------------------------------------------------------------------
Item 1 - Legal Proceedings

Stepan Company is aware of the fact that three plaintiffs' law firms located in
New Jersey have filed a complaint in the Superior Court of New Jersey, Middlesex
County, annexing approximately 270 separate case captions, collectively referred
to as Gilberg, et al. V. Stepan, et al. and Accurso, et al. v. Stepan, et al.,
Civil Action No. 98-139 (KSH), alleging personal and property injury as well as
wrongful death, on behalf of certain citizens of Maywood, Rochelle Park and
Lodi, New Jersey. Stepan Company has accepted service in Gilberg, et al.
pursuant to a court request. The injuries and deaths are alleged to have been
the result of radiological and chemical contamination from the company's
Maywood, New Jersey site. The company has asserted in legal papers filed by it
that plaintiffs did not follow proper procedure under State Court rules and that
the multiple suits therefore were not properly filed. The complaint and annexed
captions, consistent with applicable federal law, have been removed to the
Federal District Court in Newark where the issue of jurisdiction will be
determined. The company believes it did not cause the alleged contamination. In
addition, the company believes it has other valid defenses. Moreover, as it is
uncertain as of this date how many, if any, lawsuits have been properly filed or
when the company will be served in any or all of the lawsuits, the company
cannot estimate what its liability, if any, will be.

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

     (A)  The company's 1997 Annual Meeting of Stockholders was held on May 5,
          1998.

     (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
          1998.

                       9,224,658      For
                          65,793      Against
                          16,279      Abstentions
                             402      Broker Non-Vote

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 13, 1998

<PAGE>
 
                                                                    Exhibit (11)

                                STEPAN COMPANY
                STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
              For the Three Months Ended March 31, 1998 and 1997
                                   Unaudited

<TABLE>
<CAPTION>
(In Thousands, except per share amounts)                               Three Months
                                                                      Ended March 31
                                                                     1998          1997
                                                                     ----          ----
<S>                                                                <C>           <C>
Computation of  Basic Earnings per Share
- ----------------------------------------
Net income                                                         $ 5,722       $ 4,477
Deduct dividends on preferred stock                                    224           267
                                                                   -------       -------
Income applicable to common stock                                  $ 5,498       $ 4,210
                                                                   =======       =======

Weighted-average number of shares outstanding                        9,846         9,839

Per share earnings*                                                $ 0.558       $ 0.428
                                                                   =======       =======

Computation of Diluted Earnings per Share
- -----------------------------------------

Net income                                                         $ 5,722       $ 4,477
                                                                   =======       =======

Weighted-average number of shares outstanding                        9,846         9,839
Add net shares issuable from assumed exercise of options
  (under treasury stock method)                                        391           276
Add weighted-average shares issuable from assumed conversion of
  convertible preferred stock                                          746           887
                                                                   -------       -------

Shares applicable to diluted earnings                               10,983        11,002
                                                                   =======       =======

Per share diluted earnings*                                        $ 0.521       $ 0.407
                                                                   =======       =======
</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, 1998 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-31-1998
<PERIOD-START>                            JAN-01-1998
<PERIOD-END>                              MAR-31-1998
<CASH>                                          5,245
<SECURITIES>                                        0         
<RECEIVABLES>                                  86,553
<ALLOWANCES>                                        0
<INVENTORY>                                    46,598
<CURRENT-ASSETS>                              148,558 
<PP&E>                                        533,345
<DEPRECIATION>                                329,627
<TOTAL-ASSETS>                                373,660
<CURRENT-LIABILITIES>                          83,411
<BONDS>                                             0
                               0
                                    19,671
<COMMON>                                       10,354
<OTHER-SE>                                    111,249
<TOTAL-LIABILITY-AND-EQUITY>                  373,660
<SALES>                                       150,388 
<TOTAL-REVENUES>                              150,388
<CGS>                                         122,559         
<TOTAL-COSTS>                                 138,990 
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                              1,907
<INCOME-PRETAX>                                 9,538
<INCOME-TAX>                                    3,816
<INCOME-CONTINUING>                             5,722
<DISCONTINUED>                                      0 
<EXTRAORDINARY>                                     0
<CHANGES>                                           0 
<NET-INCOME>                                    5,722
<EPS-PRIMARY>                                    0.56
<EPS-DILUTED>                                    0.52
        

</TABLE>


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