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 Carol L. Bernick (708) 450-3051
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
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
4,558,948**
8 SHARED VOTING POWER
315,444**
9 SOLE DISPOSITIVE POWER
4,558,948**
10 SHARED DISPOSITIVE POWER
315,444**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,874,392**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
Excluded are 140,000 shares of Class A Common Stock (including
immediately exercisable options to acquire 15,000 shares of Class
A Common Stock) and 340,000 shares of Class B Common Stock held
directly by Bernick's spouse. Bernick disclaims beneficial
ownership of such shares.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
30.1%**
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 and immediately
exercisable options to acquire shares of Class A Common
Stock.
CUSIP NO. 016068101 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
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER
1,100,000**
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,100,000**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000**
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).
6.8%**
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists of 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 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
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER
1,100,000**
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,100,000**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000**
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).
6.8%**
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists of 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 13D
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BEL GRANTOR ANNUITY TRUST DATED 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
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).
6.2%**
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists of 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 13D
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LHL GRANTOR ANNUITY TRUST DATED 10/1/93
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(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
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).
6.2%**
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists of 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 Carol L. Bernick
("Bernick"), 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 solely for estate
planning purposes to Bernick in her capacity as trustee of certain trusts. On
December 15, 1993, Bernick's father transferred shares of the Company's Class
A common stock, $.22 per value per share (the "Class A Common Stock") to,
among others, Bernick and Lavin Family Foundation (a charitable foundation of
which Bernick is Director and Vice President). All of 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, among other
things, the above-mentioned transfers and Bernick'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: 1) Carol L. Bernick
2) Leonard H. Lavin Grantor Annuity
Trust dated 1/28/93
("Leonard Trust")
3) Bernice E. Lavin Grantor
Annuity Trust dated 1/28/93
("Bernice Trust")
4) LHL Grantor Annuity Trust dated
10/7/93 ("LHL Trust")
5) BEL Grantor Annuity Trust dated
10/7/93 ("BEL Trust")
(b) Address: 1), 2), 3), 4) and 5) c/o Carol L. Bernick
2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business: (1) Bernick, an individual, is a
Director and Executive Vice-
President of the Company.
2), 3), 4) and 5) 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) and 5) Illinois
Item 3. Source and Amount of Funds or Other Consideration.
Certain of the securities reported herein were transferred from
Bernick's parents either in their capacities as grantors of various
trusts or individually. Additionally, on December 8, 1993, Bernick
exercised an option granted pursuant to the Company's Employee Stock
Option Plan of 1988 (the "1988 Plan") and received 40,000 shares of
Class A Common Stock. In connection therewith, Bernick paid the
$583,000 exercise price. Thereafter, Bernick sold 27,394 shares of
Class A Common Stock. to the Company for approximately $546,182.
Item 4. Purpose of Transaction.
Acquisitions of securities were caused by trust funding and transfers
and exercise of an employee stock option as indicated under Item 3
above. The trust transfers and transactions were for the Lavin family's
estate planning rather than corporate purposes. Bernick exercised the
employee stock option in accordance with its terms. None of the
securities were acquired for the purpose of effecting any of the actions
listed in this item.
Item 5. Interest in Securities of the Issuer.
(a) Amount of Class A Common Stock Beneficially Owned (as of December
15, 1993): 4,874,392 shares total: 178,844 shares of Class A
Common Stock (including 55,000 shares subject to immediately
exercisable options) and 180,104 shares of Class B Common Stock
held directly, 1,100,000 shares of Class B Common Stock held as
Trustee of the Leonard Trust, 1,100,000 shares of Class B Common
Stock held as Trustee of the Bernice Trust, 1,000,000 shares of
Class B Common Stock held as Trustee of the LHL Trust, 1,000,000
shares of Class B Common Stock held as Trustee of the BEL Trust,
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 Bernick is a Director and Vice President) 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 her benefit.
Percentage of Class A Common Stock (as of December 15, 1993)*:
30.1% total: 2.2% directly, 6.8% as Trustee of the Leonard Trust,
6.8% as Trustee of the Bernice Trust, 6.2% as Trustee of the
LHL Trust, 6.2% as Trustee of the BEL Trust, .7% as a Director and
Vice President of Lavin Family Foundation and 1.2% as co-trustee
of a trust for her benefit (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 Bernick have been converted into shares of Class A Common
Stock and that all currently exercisable options held by
Bernick have been exercised.
(b) Number of Shares as to Which Such Person Has:
<TABLE>
<CAPTION>
Leonard Bernice
Bernick Trust Trust LHL Trust BEL Trust
<S> <C> <C> <C> <C> <C>
(i)Sole power to vote: 4,558,948 1,100,000 1,100,000 1,000,000 1,000,000
(ii)Shared power to vote: 315,444 -0- -0- -0- -0-
(iii)Sole power to dispose: 4,558,948 1,100,000 1,100,000 1,000,000 1,000,000
(iv)Shared power to dispose: 315,444 -0- -0- -0- -0-
</TABLE>
The above shares shown as owned by each of the Leonard Trust, the
Bernice Trust, the LHL Trust and the BEL 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 103,044
shares of Class A Common Stock and 12,000 shares of Class B Common Stock
held by Lavin Family Foundation with her parents, Leonard H. Lavin and
Bernice E. Lavin. Bernick, in her capacity as co-trustee of a trust for
her benefit, shares voting power of 50,100 shares of Class A Common Stock
and 150,300 shares of Class B Common Stock held by such trust with Bernice
E. Lavin as co-trustee. 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 61060
(c) Principal Business: Leonard H. Lavin, an individual, is a Director
and the Chairman and Chief Executive Officer of
the Company. Bernice E. Lavin, an individual,
is a Director and 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.
An additional 140,000 shares of Class A Common Stock (including 15,000 shares
subject to immediately exercisable options) and 340,000 shares of Class B
Common Stock are held in the name of Bernick's husband. Bernick disclaims
beneficial ownership of such shares and they are not included above.
(c) As described in Item 3 above, on December 8, 1993, Bernick exercised an
option granted pursuant to the 1988 Plan and received 40,000 shares of
Class A Common Stock. In connection therewith, Bernick paid the
exercise price of $583,000. Thereafter, Bernick sold 27,394 shares of
Class A Common Stock to the Company for approximately $546,182. On or
about December 15, 1993, Lavin Family Foundation received 34,000 shares
of the Company's Class A Common Stock by gift from Bernick's father.
Also on or about December 15, 1993, Bernick received 101 shares of Class
A Common Stock by gift from her father. 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 7, 1994
Signature: /s/ Carol L. Bernick
Name/Title: Carol L. Bernick, Individually, and
as Trustee of the Leonard H. Lavin
Grantor Annuity Trust dated 1/28/93,
as Trustee of the Bernice E. Lavin
Grantor Annuity Trust dated 1/28/93,
as Trustee of the LHL Grantor Annuity
Trust dated 10/7/93 and as Trustee of
the BEL Grantor Annuity Trust dated
10/7/93
