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 -