SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 16, 2002 ------------ STEPAN COMPANY - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-4462 36-1823834 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) Edens and Winnetka Road, Northfield, Illinois 60093 - --------------------------------------- ------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (847) 446-7500 --------------
Explanatory Note: This Form 8-K/A amends the Form 8-K, dated April 29, 2002, of Stepan Company (the "Company") to reflect the fact that Arthur Andersen LLP ("Andersen") reviewed the financial statements of the Company for the fiscal quarter ended March 31, 2002 in conjunction with the May 13, 2002 filing by the Company of its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002, and continued to perform services for the Company for the period April 29, 2002 through May 16, 2002. Accordingly, the change in auditors became effective on May 16, 2002. Item 4. Changes in Registrant's Certifying Accountant. On April 29, 2002, the Audit Committee and the Board of Directors of the Company decided to no longer engage Andersen as the Company's independent public accountants and engaged Deloitte & Touche LLP ("Deloitte") to serve as the Company's independent public accountants for the fiscal year 2002 effective May 16, 2002. Andersen's reports on the Company's consolidated financial statements for each of the years ended 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2001 and 2000, and the subsequent interim period through May 16, 2002, there were no disagreements with Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersen's satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company's consolidated financial statements for such years or its review report on the Company's financial statements for the fiscal quarter ended March 31, 2002, and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K within the years ended December 31, 2001 and 2000, and the subsequent interim period through May 16, 2002. The Company provided Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Andersen's letter, dated May 16, 2002, stating its agreement with such statements. During the years ended December 31, 2001 and 2000, and the subsequent interim period through May 16, 2002, the Company did not consult Deloitte with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K. Item 7. Financial Statements and Exhibits (c) Exhibits -------- Exhibit 16 Letter from Arthur Andersen LLP Filed with to the Securities and Exchange this document Commission dated May 16, 2002 SIGNATURES - 2 -
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 hereunto duly authorized. STEPAN COMPANY By: /s/ Kathleen M. Owens --------------------------------------- Kathleen M. Owens Assistant Secretary Date: May 16, 2002 - 3 -
EXHIBIT INDEX Exhibit Number Description ------- ----------- 16 Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 16, 2002 - 4 -
Exhibit 16 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 May 16, 2002 Dear Sir/Madam: We have read the first, second, third and fourth paragraphs of Item 4 included in the Form 8-K/A dated May 16, 2002, of Stepan Company to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP ------------------------------- ARTHUR ANDERSEN LLP Copy to: Mr. James E. Hurlbutt Vice President and Corporate Controller Stepan Company