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STEPAN COMMENCES EXCHANGE OFFER TO EXCHANGE SHARES OF A NEW 5-1/2 PCT CONVERTIBLE STOCK FOR UP TO 529,801 SHARES OF ITS COMMON STOCK

STEPAN COMMENCES EXCHANGE OFFER TO EXCHANGE SHARES OF A NEW 5-1/2 PCT
 CONVERTIBLE STOCK FOR UP TO 529,801 SHARES OF ITS COMMON STOCK
 NORTHFIELD, Ill., Aug. 13 /PRNewswire/ -- Stepan Company (AMEX: SCL; Midwest) announced today that it is commencing an offer to exchange shares of its 5-1/2 percent convertible preferred stock, without par value, for up to 529,801 shares of its common stock at an exchange ratio of one share of preferred stock for each 5.298 shares of common stock validly tendered and not withdrawn prior to the expiration date. The exchange offer will expire on Sept. 11, 1992, unless extended. Application has been made to list the shares of preferred stock on the Midwest Stock Exchange.
 The exchange offer is conditioned upon, among other things, (i) at least 264,901 sharers of common stock being validly tendered and not withdrawn prior to the expiration date, (ii) the closing price per share of common stock as reported on the American Stock Exchange Composite Tape being not less than $33.98 on the expiration date and (iii) the preferred stock being listed on the Midwest Stock Exchange. Stepan has the right to waive these conditions. If more than 529,801 shares of common stock are validly tendered and not withdrawn prior to the expiration date, 529,801 shares will be accepted for exchange on a pro rata basis.
 The board of directors of Stepan, acting on the unanimous recommendation of a special committee of independent members of the board of directors, has unanimously authorized the exchange offer. However, neither Stepan nor its board of directors is making any recommendation to stockholders whether to tender shares of common stock.
 The First Boston Corporation is acting as financial advisor to Stepan in connection with the Exchange Offer.
 The preferred stock will be convertible at the option of the holder at any time (unless previously redeemed) into shares of common stock at a conversion rate of 4.567 shares of common stock for each share of preferred stock, subject to adjustment under certain conditions. Each share of preferred stock will be entitled to 4.567 votes on all matters submitted to a stockholder vote. Dividends on the preferred stock will accrue at an annual rate of $11.00 per share, will be cumulative from the date of original issue and will be payable quarterly commencing Dec. 1, 1992. The liquidation preference will be $200.00 per share. The company has the option to redeem the preferred stock at any time on or after Sept. 1, 1997, at redemption prices ranging from $205.50 per share on or after Sept. 1, 1997, declining annually to $200.00 per share on or after Sept. 1, 2002.
 Stepan Company, headquartered in Northfield, is a leading producer of basic and intermediate chemicals used in household, industrial, personal care, agricultural and energy-related products.
 -0- 8/13/92
 /CONTACT: Joan M. Kusher of Stepan, 708-446-7500/
 (SCL) CO: Stepan Company ST: Illinois IN: CHM SU:


TS -- NY028 -- 9522 08/13/92 10:14 EDT
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Publication:PR Newswire
Date:Aug 13, 1992
Words:508
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