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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STEPAN COMPANY
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 36-1823834
_______________________________________ ___________________________________
(State of incorporation or organization) (I.R.S. Employer Identification No.)
22 W. Frontage Road
Northfield, Illinois 60093
_______________________________________ ___________________________________
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
common stock, par value
$1.00 per share New York Stock Exchange
5-1/2% convertible preferred
stock, no par value New York Stock Exchange
______________________ __________________________
Securities to be registered pursuant to Section 12(g) of the
Act:
None
______________________________________________________________________________
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The capital stock of Stepan Company (the "Company") to be
registered on the New York Stock Exchange, Inc. (the "Exchange"),
is the Company's common stock, par value $1.00 per share (the
"Common Stock") and the Company's 5-1/2% convertible preferred
stock, no par value (the "5-1/2% Convertible Preferred Stock").
The Common Stock
Holders of shares of Common Stock do not have any preemptive
or preferential right to subscribe to or purchase any shares of
any class or any other securities of the corporation.
Subject to the prior rights of the holders of all classes of
stock at the time outstanding having prior rights as to
dividends, the holders of the Common Stock are entitled to
receive, when and as declared by the Board of Directors, out of
the assets of the Company legally available therefor, such
dividends as may be declared from time to time by the Board of
Directors.
Upon the voluntary or involuntary dissolution, liquidation
or winding-up of the corporation, after the payment in full of
all preferential amounts to which the holders of all classes of
stock at the time outstanding having prior rights thereto shall
be entitled, the remainder of the assets of the Company shall be
distributed equally among the shares of Common Stock at the time
outstanding.
At all meetings of the stockholders, each holder of record
of Common Stock shall be entitled to vote and have one vote for
each share held of record by such stockholder.
Certain provisions in the Company's Articles of
Incorporation and By-Laws may have the effect of delaying,
deferring or preventing a change in control of the Company.
These provisions include (a) a classified Board of Directors and
(b) a requirement that only the Chairman of the Board, the Board
of Directors or the holders of not less than one-third of the
voting power of all the outstanding shares of capital stock of
the Company may call a special meeting of shareholders.
The 5-1/2% Convertible Preferred Stock
The description of the 5-1/2% Convertible Preferred Stock is
incorporated herein by reference to Item 1 of the Company's Form
8-A dated August 13, 1992.
Item 2. Exhibits.
1. All exhibits required by Instruction II to Item 2 have
been supplied to the New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: March 1, 1996 STEPAN COMPANY
By: /s/ Jeffrey W. Bartlett
Name: Jeffrey W. Bartlett
Title: Vice President, General
Counsel and Secretary