-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Db627Zqt5ug/5MwhbFKUL1PdHhHhVV4I3JveNzWKv1n5Q1XkxWubE9zmkrW4oYF3 9OvN+7shcgkZRC69ODKyww== 0000934729-96-000020.txt : 19960314 0000934729-96-000020.hdr.sgml : 19960314 ACCESSION NUMBER: 0000934729-96-000020 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960313 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEPAN CO CENTRAL INDEX KEY: 0000094049 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 361823834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34475 FILM NUMBER: 96534312 BUSINESS ADDRESS: STREET 1: EDENS & WINNETKA RDS CITY: NORTHFIELD STATE: IL ZIP: 60093 BUSINESS PHONE: 7084467500 MAIL ADDRESS: STREET 1: EDENS & WINNETKA ROAD CITY: NORTHFIELD STATE: IL ZIP: 60093 FORMER COMPANY: FORMER CONFORMED NAME: STEPAN CHEMICAL CO /DE/ DATE OF NAME CHANGE: 19840108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKMONT FINANCIAL INC CENTRAL INDEX KEY: 0000934729 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 111 WEST MONROE STREET STREET 2: P O BOX 755 CITY: CHICAGO STATE: IL ZIP: 60690 BUSINESS PHONE: 3124612121 SC 13G/A 1 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. -----END PRIVACY-ENHANCED MESSAGE-----