SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
ALBERTO-CULVER COMPANY
(Name of Issuer)
CLASS B COMMON STOCK, $.22 PAR VALUE PER
SHARE
(Title of Class of Securities)
013068101
(CUSIP Number)
Marshall E. Eisenberg, (312) 269-8000 Carol L. Bernick
NEAL GERBER & EISENBERG (708) 450-3051
Two North LaSalle Street, Suite 2200 2525 Armitage Avenue
Chicago, Illinois 60602 Melrose Park, IL
60160
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 11, 1994
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement
. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this Statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosure provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 013068101 13D
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAROL L. BERNICK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3
SEC USE ONLY
4
SOURCE OF FUNDS *
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
2,230,104
8
SHARED VOTING POWER
3,362,300
9
SOLE DISPOSITIVE POWER
2,230,104
10
SHARED DISPOSITIVE POWER
3,362,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,592,404
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * X
Excluded are 340,000 shares held directly by Bernick's spouse.
Bernick has no beneficial interest in such shares and beneficial
ownership of them is disclaimed.
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
33.28%
14
TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 013068101
13D
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BERNICE E. LAVIN GRANTOR ANNUITY TRUST DTD 1/28/93
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3
SEC USE ONLY
4
SOURCE OF FUNDS *
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
Not applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
0%
14
TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 013068101
13D
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEONARD H. LAVIN GRANTOR ANNUITY TRUST DTD 1/28/93
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3
SEC USE ONLY
4
SOURCE OF FUNDS *
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
Not applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
0%
14
TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 013068101
13D
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BEL GRANTOR ANNUITY TRUST DTD 10/1/93
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3
SEC USE ONLY
4
SOURCE OF FUNDS *
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
1,000,000
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
1,000,000
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
Not applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
6.0%
14
TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 013068101
13D
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LHL GRANTOR ANNUITY TRUST DTD 10/1/93
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3
SEC USE ONLY
4
SOURCE OF FUNDS *
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
1,000,000
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
1,000,000
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
Not applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
6.0%
14
TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 013068101
13D
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BEL APRIL, 1994 GRANTOR ANNUITY TRUST
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3
SEC USE ONLY
4
SOURCE OF FUNDS *
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,600,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
Not applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
9.52%
14
TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 013068101
13D
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LHL APRIL, 1994 GRANTOR ANNUITY TRUST
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b)X
3
SEC USE ONLY
4
SOURCE OF FUNDS *
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
1,600,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
1,600,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
Not applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
9.52%
14
TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
Title of Class of Securities: Class B Common Stock, $.22
par value per share
Name and Address of Issuer: Alberto-Culver Company
("Alberto")
2525 Armitage Avenue
Melrose Park, IL 60160
Item 2. Identity and Background.
(a) Name of Person Filing: 1) Carol L. Bernick ("Bernick")
2) Bernice E. Lavin Grantor
Annuity Trust dated 1/28/93
("Bernice Lavin Trust")
3) Leonard H. Lavin Grantor
Annuity Trust dated 1/28/93
("Leonard Lavin Trust")
4) BEL Grantor Annuity Trust
dated 10/7/93
("BEL Grantor Trust")
5) LHL Grantor Annuity Trust
dated 10/7/93 ("LHL Grantor
Trust")
6) BEL April, 1994 Grantor
Annuity Trust ("BEL Trust")
7) LHL April, 1994 Grantor
Annuity Trust ("LHL Trust")
(b) Address: 1), 2), 3), c/o Carol L. Bernick
4) and 5) 2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business:
(1) Bernick, an individual, is a Director and
Executive Vice-President and Assistant Secretary
of Alberto.
2), 3), 4)
5), 6) and
7) Trust Administration.
(d) Prior Criminal Convictions: None
(e) Prior Civil Proceedings With
Respect to Federal or State
Securities Laws: None
(f) Place of Organization: 1) U.S. Citizen
2), 3), 4), 5), 6) and
7) Illinois trusts
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. On April 11, 1994, Bernick, as trustee for
the Bernice Lavin Trust, for the benefit of Bernice E. Lavin, and
as trustee of the Leonard Lavin Trust, for the benefit of Leonard
H. Lavin, transferred from each trust, 1,100,000 shares to the
respective beneficiary of the trust, individually. Thereafter,
on April 11, 1994, Mr. Lavin individually transferred 1,600,000
shares to himself and Bernick as co-trustees of the LHL Trust.
On April 11, 1994, Mrs. Lavin also transferred 1,600,000 shares
to herself and Bernick as co-trustees of the BEL Trust. Lastly,
on April 11, 1994, Mr. and Mrs. Lavin each transferred 25,000
shares to Bernick as trustee of the Lavin Survivorship Insurance
Trust, for the benefit of Leonard H. Lavin and Bernice E. Lavin.
Item 4. Purpose of Transaction.
Acquisitions and dispositions of securities were caused by
trust funding as indicated under Item 3 above. The transfers and
transactions were for the Lavin family's estate planning rather
than corporate purposes. The transfers were not undertaken for
purposes of effecting any of the actions listed in this item.
Item 5. Interest in Securities of the Issuer.
(a) Amount Beneficially Owned: 5,592,404 shares total:
180,104 shares directly; 1,600,000 shares held as co-trustee of
the LHL Trust; 1,600,000 shares held as co-trustee of the BEL
Trust; 1,000,000 shares as trustee of the BEL Grantor Trust;
1,000,000 shares as trustee of the LHL Trust; 50,000 shares as
trustee of the Lavin Survivor Insurance Trust dated 4/23/93;
12,000 shares as a Director and Vice President of Lavin Family
Foundation, a charitable foundation of which Bernick is a
Director and Vice President; and 150,300 shares as co-trustee of
a trust for her benefit.
Percentage of Class: 33.28% total: 1.1% directly;
9.52% as co-trustee of the LHL Trust; 9.52% as co-trustee of the
BEL Trust; 6.0% as trustee of the BEL Grantor Trust; 6.0% as
trustee of the LHL Grantor Trust; .1% as a Director and Vice
President of Lavin Family Foundation; and .9% as co-trustee of a
trust for her benefit (based upon 16,801,842 Class B shares
outstanding as of March 31, 1994).
(b) Number of Shares as to Which Such Person Has:
<TABLE>
<CAPTION>
Bernice Lavin Leonard Lavin BEL LHL
Bernick Trust Trust Grantor Trust Grantor Trust BEL Trust LHL Trust
<S> <C> <C> <C> <C> <C> <C> <C>
(i) Sole power to vote: 2,230,104 -0- -0- 1,000,000 1,000,000 -0- -0-
<S>
(ii) Shared power to vote: 3,362,300 -0- -0- -0- -0- 1,600,000 1,600,000
<S>
(iii) Sole power to dispose: 2,230,104 -0- -0- 1,000,000 1,000,000 -0- -0-
<S>
(iv)Shared power to dispose: 3,362,300 -0- -0- -0- -0- 1,600,000 1,600,000
</TABLE>
The above shares shown as owned by each of the BEL Grantor
Trust and the LHL Grantor Trust are reflected as a sole power of Bernick and
each respective trust since Bernick is the sole trustee of said trusts.
Bernick shares voting power of the shares in the BEL Trust and LHL Trust with
Bernice E. Lavin and Leonard H. Lavin, respectively. Bernick also shares
voting power of the 12,000 shares held by Lavin Family Foundation with
Leonard H. Lavin and Bernice E. Lavin. Bernick, in her capacity as co-trustee
of a trust for her benefit, shares voting power of 150,300 shares held by
such trust with Bernice E. Lavin. The LHL Trust will also file a joint
Schedule 13G in February 1995 with Leonard H. Lavin and the BEL Trust has
also filed a joint Amendment No.3 to Schedule 13D with Mrs. Lavin
concurrently with the filing of this Amendment No. 2 to Schedule 13D.
Certain information regarding Leonard H. Lavin and Bernice E. Lavin is
presented below:
(a) Name of Person: Leonard H. Lavin
Bernice E. Lavin
(b) Address: 2525 Armitage Avenue
Melrose Park, Illinois 60160
(c) Principal
Business: Leonard H. Lavin, an individual, is a Director
and the Chairman and Chief Executive Officer of
Alberto. Bernice E. Lavin, an individual,
is a Director and Vice President, Secretary and
Treasurer of Alberto.
(d) Prior Criminal
Convictions: None.
(e) Prior Civil
Proceedings With
Respect to Federal
or State Securities
Laws: None.
(f) Place of
Organization: U.S. Citizen.
The foregoing does not reflect 50,100, 124,844 and 103,044
shares of Alberto Class A Common Stock owned by Bernick and Mrs. Lavin as
co-trustees of a trust for Bernick's benefit, Bernick individually, and Lavin
Family Foundation, respectively. Also excluded are 340,000 shares of Alberto
Class B Common Stock and 125,000 shares of Alberto Class A Common Stock held
directly by Bernick's spouse. Bernick has no beneficial interest in such
shares owned by her spouse and beneficial ownership of them is disclaimed.
(c) None, except as reported in Item 3 above.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: September 8, 1994
Signature: /s/ Carol L. Bernick
Name/Title: Carol L. Bernick, Individually; as
Trustee of the Bernice E. Lavin Grantor
Annuity Trust dated 1/28/93; Leonard H.
Lavin Grantor Annuity Trust dated 1/28/93;
LHL Grantor Annuity Trust dated 10/7/93;
and the BEL Grantor Annuity Trust dated
10/7/93 and as Co-Trustee of the BEL
April, 1994 Grantor Annuity Trust and
LHL April, 1994 Grantor Annuity Trust
