SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ALBERTO-CULVER COMPANY
(Name of Issuer)
CLASS A COMMON STOCK, $.22 PAR VALUE PER SHARE
(Title of Class of Securities)
016068101
(CUSIP Number)
Marshall E. Eisenberg (312) 269-8020 Bernice E. Lavin (708) 450-3101
NEAL GERBER & EISENBERG 2525 Armitage Avenue
Two North LaSalle Street, Suite 2200 Melrose Park, Illinois 60160
Chicago, Illinois 60602
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 1993
(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 X. (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. 016068101 13D
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernice E. Lavin
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
1,551,334**
8 SHARED VOTING POWER
315,444**
9 SOLE DISPOSITIVE POWER
1,551,334**
10 SHARED DISPOSITIVE POWER
315,444**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,778**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * X
Excluded are 594,852 shares of Class A Common Stock and 1,548,230
shares of Class B Common Stock held directly by Lavin's spouse.
Lavin disclaims beneficial ownership of such shares.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
14.3%**
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares of Class B Common Stock which are
immediately convertible at the holder's option into
shares of Class A Common Stock.
CUSIP No. 016068101 SCHEDULE 13D
INTRODUCTORY STATEMENT
As previously reported in a Schedule 13D filed by Bernice E. Lavin
("Lavin"), on October 7, 1993, shares of Class B common stock, $.22 par value
per share (the "Class B Common Stock"), of Alberto-Culver Company, a Delaware
corporation (the "Company"), were transferred by Lavin solely in her capacity
as trustee of a trust for her benefit to Lavin individually. Thereafter, on
October 7, 1993, such shares of Class B Common Stock were transferred by Lavin
to an adult child of Lavin in her capacity as trustee of a grantor trust for
Lavin's benefit. On December 15, 1993, Lavin's husband transferred shares of
the Company's Class A common stock, $.22 par value per share (the "Class A
Common Stock") to, among others, Lavin Family Foundation (a charitable
foundation of which Lavin is the Treasurer and a Director) and certain trusts
(of which Lavin is the sole trustee) for the benefit of Lavin's children and
grandchildren. These transfers were undertaken solely for estate planning
purposes. As previously disclosed by the Company, the Class B Common Stock is
generally convertible into shares of the Company's Class A Common Stock on a
share-for-share basis at the option of each individual holder. The purpose of
this filing is to report the above-mentioned transfers and Lavin's deemed
beneficial ownership of shares of Class A Common Stock by virtue of her
previously-reported acquisition of shares of Class B Common Stock.
Item 1. Security and Issuer.
Title of Class of Securities: Class A Common Stock
Name and Address of Issuer: Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, IL 60160
Item 2. Identity and Background.
(a) Name of Person Filing: Bernice E. Lavin
(b) Address: 2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business: Lavin, an individual, is a Director,
Vice President, Secretary and
Treasurer of the Company.
(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
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. Securities were transferred by Lavin and her husband
solely in their capacities as grantors of various trusts and with
respect to certain securities reported herein, by her husband
individually.
Item 4. Purpose of Transaction.
Transfers of securities were caused by trust funding as indicated under
Item 3 above. The trust transfers and transactions were for the Lavin
family's estate planning rather than corporate purposes. They were not
transferred for purposes of effecting any of the actions listed.
Item 5. Interest in Securities of the Issuer.
(a) Amount of Class A Common Stock Beneficially Owned (as of December
15, 1993): 1,866,778 shares total: 1,045,806 shares of Class B
Common Stock held directly, 103,044 shares of Class A Common Stock
and 12,000 shares of Class B Common Stock held by Lavin Family
Foundation (a charitable foundation of which Lavin is the
Treasurer and a Director), 50,100 shares of Class A Common Stock
and 150,300 shares of Class B Common Stock held as co-trustee of a
trust for the benefit of an adult child of Lavin's and 178,664
shares of Class A Common Stock and 326,864 shares of Class B
Common Stock held as sole trustee of trusts for the benefit of
Lavin's children and grandchildren.
Percentage of Class A Common Stock (as of December 15, 1993)*:
14.3% total: 8.0% directly, .9% by Lavin Family Foundation (a
charitable foundation of which Lavin is the Treasurer and a
Director), and 1.5% and 3.9%, respectively, as co-trustee of a
trust and sole trustee of trusts, respectively, for the benefit of
Lavin's children and grandchildren (based upon 11,562,956 shares
of Class A Common Stock outstanding as of September 30, 1993).
* Pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange
Act of 1934, as amended, the following calculations assume
that all shares of Class B Common Stock beneficially owned
by Lavin have been converted into shares of Class A Common
Stock.
(b) Number of Shares as to Which Such Person Has:
(i) Sole power to vote: 1,551,3341a
(ii) Shared power to vote: 315,4442b
(iii) Sole power to dispose: 1,551,3341a
(iv) Shared power to dispose: 315,4442b
a 1,045,806 shares of Class B Common Stock owned directly,
178,664 shares of Class A Common Stock and 326,864 shares of
Class B Common Stock held as sole trustee of trusts for the
benefit of Lavin's children and grandchildren. Lavin does
not hold any shares of Class A Common Stock directly.
b 103,044 shares of Class A Common Stock and 12,000 shares of
Class B Common Stock held in the name of Lavin Family
Foundation (a charitable foundation of which Lavin is the
Treasurer and a Director) and 50,100 shares of Class A
Common Stock and 150,300 shares of Class B Common Stock held
as co-trustee of a trust for the benefit of one of Lavin's
adult children.
Lavin shares the power to vote the 103,044 shares of Class A Common
Stock and 12,000 shares of Class B Common Stock held by Lavin Family
Foundation with her husband, Leonard H. Lavin, and one of her adult children,
Carol L. Bernick. Lavin is co-trustee together with Carol L. Bernick of a
trust for the benefit of Carol L. Bernick which holds 50,100 shares of Class A
Common Stock and 150,300 shares of Class B Common Stock. The following
information is presented with respect to Leonard H. Lavin and Carol L.
Bernick, respectively.
(a) Name of Person: Leonard H. Lavin
Carol L. Bernick
(b) Address: 2525 Armitage Avenue
Melrose Park, Illinois 61060
(c) Principal Business: Leonard H. Lavin, an individual, is
a Director, Chairman and Chief
Executive Officer of the Company.
Carol L. Bernick, an individual, is
a Director and Executive Vice
President of the Company.
(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.
An additional 594,852 shares of Class A Common Stock and 1,548,230
shares of Class B Common Stock (which are not included above) are
held in the name of Lavin's husband. Lavin disclaims beneficial
ownership of such shares.
(c) On or about December 15, 1993, Lavin's husband transferred by gift
an aggregate of 2,254 shares of Class A Common Stock to certain
trusts (of which Lavin is the sole trustee) for the benefit of
Lavin's children and grandchildren. Also on or about December
15, 1993, Lavin's husband transferred by gift 34,000 shares of
Class A Common Stock to Lavin Family Foundation. On December 15,
1993, Lavin Family Foundation sold an aggregate of 2,590 shares of
Class A Common Stock in the open market for $51,019.
(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.
SIGNATURE
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: January 6, 1994
Signature: /s/ Bernice E. Lavin
Name/Title: Bernice E. Lavin, individually, and
as co-trustee of a trust, and as sole
trustee of trusts, for the benefit of
her children and grandchildren
