SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 10, 2003 -------------- 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 --------------
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release of Stepan Company dated April 10, 2003 Item 9. Regulation FD Disclosure and Item 12. Disclosure of Results of Operations and Financial Condition. On April 10, 2003, Stepan Company ("Stepan") issued a press release providing certain information with respect to its anticipated financial results for the fiscal quarter ended March 31, 2003. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. 2
SIGNATURE 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: April 10, 2003 3
EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 Press Release of Stepan Company dated April 10, 2003 4
EXHIBIT 99.1 STEPAN EXPECTS LOWER FIRST QUARTER RESULTS Stepan Company (NYSE: SCL) today announced that it now expects earnings for the first quarter of 2003 to be lower than first quarter 2002 net income of $3,810,000, or $0.39 per diluted share. "Higher utility, freight, raw material and pension costs coupled with relatively flat surfactant sales volume and weaker polymer volume will result in disappointing earnings for the quarter," said F. Quinn Stepan, Chairman and CEO. "We have announced price increases effective as of April 1, 2003. However, the war and resulting volatility in prices for crude oil derivatives and natural gas have created a very challenging business environment on top of already weak economic conditions." Stepan expects to announce first quarter earnings before its shareholder meeting on April 29, 2003. Stepan Company, headquartered in Northfield, Illinois, is a leading producer of specialty and intermediate chemicals used in household, industrial, personal care, agricultural, food and insulation related products. The common and the convertible preferred stocks are traded on the New York and Chicago Stock Exchanges under the symbols SCL and SCLPR. Information in this press release contains forward looking statements, which are not historical facts. These statements involve risks and uncertainties that could cause actual results to differ materially, including without limiting foreign currency fluctuations, prospects for our foreign operations and certain global and regional economic conditions and factors detailed in the company's Securities and Exchange Commission filings. Contact: James E. Hurlbutt, (847) 446-7500.