SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
Filed by: [ X ] Registrant
[ ] A Party other than the Registrant
Material being filed: [ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11
(c) or 14a-12
Alberto-Culver Company
(Name of registrant as specified in its charter)
Alberto-Culver Company
(Name of person(s) filing proxy statement)
- -------------------------------------------------------------------------------
Filing fee (if any):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-11:
1. Title of each class of securities to which transaction
applies:
------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
------------------------------------------------------------
3. Per unit price or other underlying value of transaction
computed pursuant to Rule 0-11:*
------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
$_____________
*Set forth the amount on which the filing fee is calculated
and state how it was determined.
- --------------------------------------------------------------------------
Fee offset (if any):
[ ] All or part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) as follows:
1. Amount previously paid: $________________
2. Form, schedule or registration statement no.: ______________
3. Filing party: __________________________________________________
4. Date filed: ________________________________
<PAGE>
ALBERTO-CULVER COMPANY
Melrose Park, Illinois
December 14, 1995
TO THE STOCKHOLDERS:
The annual meeting of stockholders will be held at the principal office
of the Company in Melrose Park, Illinois, on Thursday, January 25, 1996, at
10:00 a.m.
You are cordially invited to attend this meeting in person. The
principal business at the meeting will be to elect four directors.
At your earliest convenience, please sign and return the enclosed proxy
card to assure that your shares will be represented at the meeting.
Sincerely,
Leonard H. Lavin
Chairman
<PAGE>
NOTICE OF MEETING
The annual meeting of stockholders of Alberto-Culver Company will be
held on Thursday, January 25, 1996, at 10:00 a.m. Chicago time, at the principal
office of the Company, 2525 Armitage Avenue, Melrose Park, Illinois 60160 for
the following purposes:
1. To elect four directors.
2. To transact such other business as may properly come before
the meeting. The board of directors has fixed the close of
business on November 27, 1995 as the record date for
determination of the stockholders entitled to notice of and
to vote at the meeting.
Bernice E. Lavin
Secretary
December 14, 1995
<PAGE>
ALBERTO-CULVER COMPANY PROXY STATEMENT
2525 Armitage Avenue December 14, 1995
Melrose Park, Illinois 60160
SOLICITATION OF PROXIES
The board of directors of Alberto-Culver Company (the "Company")
solicits your proxy for use at the annual meeting of stockholders to be held on
January 25, 1996 and at any adjournment thereof.
On November 27, 1995, the record date for the meeting, the Company had
outstanding shares of common stock consisting of 10,988,506 shares of Class A
and 16,766,240 shares of Class B. This Proxy Statement and form of proxy are
first being mailed to stockholders on or about December 14, 1995.
Each holder of record at the close of business on the record date is
entitled to one vote for each Class B share and one-tenth of a vote for each
Class A share then held. Any person submitting a proxy has the right to revoke
it at any time before it is voted, in person at the meeting or by written notice
to the Secretary of the Company or by delivery of a later-dated proxy.
The election of directors is decided by a plurality of the votes cast
by holders of shares entitled to vote in the election. Although abstentions and
broker non-votes will be treated as present at the meeting for purposes of
determining a quorum, they will have no effect on the election of directors.
ELECTION OF DIRECTORS
In October 1995, the board of directors expanded the number of
directors, bringing total board membership to twelve. The board of directors
appointed A.G. Atwater, Jr., Allan B. Muchin and Robert H. Rock, Ph.D., to fill
the newly created positions. Mr. Muchin is a nominee for election at the meeting
as well as Howard B. Bernick, Bernice E. Lavin and Harold M. Visotsky, M.D., who
currently serve as directors.
Unless otherwise instructed, proxies will be voted for the election as
directors of the four persons listed as nominees. Should any of the nominees
become unable to accept nomination or election (which the Company has no reason
to expect), it is the intention of the persons named in the enclosed proxy to
vote for a substitute in each case or the board of directors may make an
appropriate reduction in the number of directors to be elected.
1
<PAGE>
NOMINEES FOR TERMS EXPIRING AT THE ANNUAL MEETING IN 1999 (CLASS II)
Howard B. Bernick, age 43, has served as a director of the Company since 1986,
as President of the Company since November 1988 and as Chief Executive Officer
since October 1994. From November 1988 to October 1994, Mr. Bernick served as
Chief Operating Officer. Mr. Bernick is also a director of AAR Corp. Mr.
Bernick is the husband of Carol L. Bernick.
Bernice E. Lavin, age 70, has served as a director and Secretary and Treasurer
of the Company since 1955 and as Vice Chairman since July 1994. From 1955 to
July 1994, Mrs. Lavin served as Vice President.Mrs. Lavin is the wife of
Leonard H. Lavin and the mother of Carol L. Bernick.
Harold M. Visotsky, M.D., age 71, has served as a director of the Company since
1989 and has been the Owen L. Coon Professor of Psychiatry and Behavioral
Sciences at Northwestern University Medical School for more than the past five
years. Dr. Visotsky is also the Director of Asher Center, Northwestern
University.
Allan B. Muchin, age 59, has served as a director of the Company since
October 1995 and as Chairman of both the Board of Directors and Executive
Committee of Katten, Muchin & Zavis, a Chicago law firm, since November 1995.
For more than five years prior to November 1995, Mr. Muchin served as
Co-Managing Partner and a Member of the Board of Directors and Executive
Committee of Katten, Muchin & Zavis.
DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 1997 (CLASS III)
Carol L. Bernick, age 43, has served as a director of the Company since 1984,
as Executive Vice President and Assistant Secretary of the Company since
October 1990 and as President of Alberto-Culver USA, Inc. since October 1994.
From November 1988 to October 1990, she served as Group Vice President.
Mrs. Bernick is the wife of Howard B. Bernick and the daughter of Mr. and
Mrs. Leonard H. Lavin.
Leonard H. Lavin, age 76, the founder of the Company, has served as a director
and Chairman of the Company since 1955. From 1955 to October 1994, Mr. Lavin
served as Chief Executive Officer of the Company. From 1955 to November 1988,
Mr. Lavin served as President of the Company. Mr. Lavin is the husband of
Bernice E. Lavin and the father of Carol L. Bernick.
A. Robert Abboud, age 66, has served as a director of the Company since
March 1994 and as President of A. Robert Abboud and Company for more than the
past five years. From April 1988 to March 1991, Mr. Abboud served as Chairman
and Chief Executive Officer of First City Bancorporation of Texas, Inc., a bank
holding company, which in November 1992 consented to an involuntary bankruptcy
petition. In May 1995, the Bankruptcy Court entered an order confirming the Plan
of Reorganization. Mr. Abboud is also a director of AAR Corp., Inland Steel
Industries and Hartmarx Corp.
2
<PAGE>
Robert H. Rock, Ph.D., age 45, has served as a director of the Company
since October 1995 and as the President of MLR Holdings, a publishing and
consulting company, for more than the past five years.Dr. Rock has also served
as Chairman of Metroweek Corporation, a publisher of weekly newspapers and
specialty publications, for more than the past five years. From 1991 to March
1995, Dr. Rock served as Chairman of IDD Enterprises, a publisher and provider
of on-line services. Dr. Rock is also a director of Hunt Manufacturing Company
and R.P. Scherer Corporation.
DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 1998 (CLASS I)
Robert P. Gwinn, age 88, has served as a director of the Company since
1988 and as the Chairman Emeritus of Encyclopaedia Britannica, Inc., a
publisher, since September 1993 and as Chairman and Chief Executive Officer of
Encyclopaedia Britannica, Inc. for more than five years prior to September 1993.
Mr.Gwinn is also a director of CNA Financial Corporation.
William W. Wirtz, age 66, has served as a director of the Company since
1978 and as President of Wirtz Corporation, a diversified operations and
investment company, for more than the past five years. Mr.
Wirtz is also a director of Firstar Corporation.
Lee W. Jennings, age 67, has served as a director of the Company since 1989 and
as President and Chief Executive Officer of Jennings and Associates, a
strategic consulting firm, for more than the past five years. Mr. Jennings is
also a director of A. O. Smith Corporation, Fruit-of-the-Loom, Inc., Teppco
Partners, L.P. and Prime Capital Corporation.
A. G. Atwater, Jr., age 52, has served as a director of the Company since
October 1995 and has been President and Chief Executive Officer of Amurol
Confections Company, a wholly owned associated company of the Wm. Wrigley Jr.
Company, for more than the past five years.
The board of directors recommends that the stockholders vote FOR each
of the nominees for director.
3
<PAGE>
SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The table below contains information concerning the number of shares of
Class A common stock and Class B common stock beneficially owned by each
director, each person named in the Summary Compensation Table, and by all
directors and executive officers as a group.
<TABLE>
=====================================================================================================================
Shares Beneficially Owned Percent
Name on November 17, 1995 (1)(2) of Class
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 220,550 (3) 1.99%
Howard B. Bernick Class B 300,000 (3) 1.79%
- ---------------------------------------------------------------------------------------------------------------------
Class A 201,664 (4) 1.84%
Bernice E. Lavin Class B 3,301,044 (4) 19.69%
- ---------------------------------------------------------------------------------------------------------------------
Class A 2,075 (5) (6)
Harold M. Visotsky, M.D. Class B 500 (6)
- ---------------------------------------------------------------------------------------------------------------------
Class A 1,000 (6)
Allan B. Muchin Class B 0
- ---------------------------------------------------------------------------------------------------------------------
Class A 323,244 (7) 2.90%
Carol L. Bernick Class B 673,656 (7) 4.02%
- ---------------------------------------------------------------------------------------------------------------------
Class A 673,896 (8) 6.13%
Leonard H. Lavin Class B 3,488,604 (8) 20.81%
- ---------------------------------------------------------------------------------------------------------------------
Class A 1,875 (9) (6)
A. Robert Abboud Class B 1,000 (6)
- ---------------------------------------------------------------------------------------------------------------------
Class A 350 (10) (6)
Robert H. Rock, Ph.D. Class B 0
- ---------------------------------------------------------------------------------------------------------------------
Class A 7,875 (11) (6)
Robert P. Gwinn Class B 0
- ---------------------------------------------------------------------------------------------------------------------
Class A 292,875 (12) 2.66%
William W. Wirtz Class B 897,000 (12) 5.35%
- ---------------------------------------------------------------------------------------------------------------------
Class A 1,875 (13) (6)
Lee W. Jennings Class B 3,400 (13) (6)
- ---------------------------------------------------------------------------------------------------------------------
Class A 1,000 (6)
A.G. Atwater, Jr. Class B 0
- ---------------------------------------------------------------------------------------------------------------------
Class A 168,468 (14) 1.52%
Michael H. Renzulli Class B 71,558 (6)
- ---------------------------------------------------------------------------------------------------------------------
All Directors and Executive Officers as a Group (19 Class A 2,011,110 (15) 17.64%
persons, including the above) Class B 8,816,122 52.58%
=====================================================================================================================
</TABLE>
4
<PAGE>
(1) All, but not less than all, of the Class A shares may at any time be
converted into Class B shares on a share-for-share basis at the option of
the Company. The Class B shares are convertible into Class A shares on a
share-for-share basis at the option of the holder.
(2) Such ownership is direct, with sole voting and investment power, except as
indicated in subsequent footnotes. Each person disclaims beneficial
ownership of any shares indicated as owned indirectly.
(3) Includes 95,550 Class A shares subject to employee stock optionsexercisable
currently or within 60 days. Does not include shares reported as owned by
Mrs. Bernick.
(4) Includes: 201,664 Class A shares and 326,864 Class B shares held as sole
trustee of trusts for the benefit of Mr. and Mrs. Lavin's children and
grandchildren; and 449,353 Class B shares held as co- trustee with Mrs.
Bernick of a grantor annuity trust for the benefit of Mrs. Lavin. Does not
include: 50,100 Class A shares and 150,300 Class B shares held as
co-trustee with Mrs. Bernick of a trust for the benefit of Mrs. Bernick;
and 278,044 Class A shares and 12,000 Class B shares owned by the Lavin
Family Foundation of which Mrs. Lavin is a director and an officer. In
addition, does not include shares reported as owned by Mr. Lavin or Mrs.
Bernick.
(5) Includes 1,875 Class A shares subject to stock options exercisable
currently or within 60 days.
(6) Less than 1.0% of the outstanding shares.
(7) Includes: 142,966 Class A shares subject to employee stock options
exercisable currently or within 60 days. Also includes: 195,501 Class B
shares held as sole trustee of grantor annuity trusts for the benefit of
Mrs. Bernick's siblings; 97,751 Class B shares held as co-trustee of a
grantor annuity trust for the benefit of Mrs. Bernick; 50,000 Class B
shares held as trustee of an insurance trust for the benefit of Mr. and
Mrs. Lavin's children and grandchildren; and 50,100 Class A shares and
150,300 Class B shares held as co-trustee with Mrs. Lavin of a trust for
the benefit of Mrs. Bernick. Does not include: 449,353 Class B shares held
as co-trustee with Mrs. Lavin of a grantor annuity trust for the benefit of
Mrs. Lavin; 449,353 Class B shares held as co-trustee with Mr. Lavin of a
grantor annuity trust for the benefit of Mr. Lavin; and 278,044 Class A
shares and 12,000 Class B shares owned by the Lavin Family Foundation of
which Mrs. Bernick is a director and an officer. In addition, does not
include shares reported as owned by Mr. Bernick and shares owned by Mr. and
Mrs. Lavin.
(8) Includes: 449,353 Class B shares held as co-trustee with Mrs. Bernick of a
grantor annuity trust for the benefit of Mr. Lavin; and 278,044 Class A
shares and 12,000 Class B shares owned by the Lavin Family Foundation of
which Mr. Lavin is a director and the President. Does not include shares
reported as owned by Mrs. Lavin or Mrs. Bernick.
(9) Includes 1,875 Class A shares subject to stock options exercisable
currently or within 60 days.
(10) These shares are held jointly with Dr. Rock's wife.
(11) Includes 1,875 Class A shares subject to stock options exercisable
currently or within 60 days.
5
<PAGE>
(12) Includes 1,875 Class A shares subject to stock options exercisable
currently or within 60 days. Also includes: 291,000 Class A shares and
873,000 Class B shares owned by Wirtz Corporation, of which Mr. Wirtz is
president and a director; and 4,000 Class B shares owned by William Wirtz
Pension Trust, of which Mr. Wirtz is a trustee.
(13) Includes 1,875 Class A shares subject to stock options exercisable
currently or within 60 days. Does not include 400 Class B shares owned by
Mrs. Jennings.
(14) Includes 94,550 Class A shares subject to employee stock options
exercisable currently or within 60 days.
(15) Includes 410,466 Class A shares subject to stock options exercisable
currently or within 60 days.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors of the Company held four regularly scheduled
meetings and three special meetings during fiscal year 1995. No director
attended fewer than three-fourths of the aggregate number of meetings of the
board and of the committees described below on which he or she served during the
fiscal year.
There are four standing committees of the board of directors. The audit
committee, which is composed of Lee W. Jennings, Robert P. Gwinn and William W.
Wirtz, held two meetings during fiscal year 1995. The audit committee makes
recommendations to the board regarding the engagement of independent auditors
each year and reviews with the outside and internal auditors the scope and
results of their audits.
The executive committee, which is composed of Robert P. Gwinn, Leonard H.
Lavin and Bernice E. Lavin, held no meetings during fiscal year 1995. The
executive committee has many of the powers of the board of directors and can act
when the board is not in session.
The compensation committee, which is composed of Robert P. Gwinn, William
W. Wirtz and A. Robert Abboud, held five meetings during fiscal year 1995. The
function of the compensation committee is to review executive performance and
compensation and to administer other employee benefit plans pursuant to which
executive officers receive cash awards, stock options or restricted stock.
6
<PAGE>
The nominating committee, which is composed of Leonard H. Lavin, Bernice
E. Lavin and Carol L. Bernick, held one meeting during fiscal year 1995. The
function of the nominating committee is to evaluate and recommend persons to
fill vacancies or newly created positions on the board of directors and to
submit the names of those persons so recommended to the full board of directors
for approval. Stockholders may submit recommendations for nominations for
election to the board of directors. Additional information regarding the
stockholder recommendation procedure will be provided upon request to the
Secretary of the Company.
EXECUTIVE COMPENSATION
The table below summarizes certain information with respect to
compensation paid by the Company or its subsidiaries to the Chief Executive
Officer and the four most highly compensated executive officers of the Company
for services rendered in all respects for the past three fiscal years.
<TABLE>
===========================================================================================================================
SUMMARY COMPENSATION TABLE
===========================================================================================================================
Long Term
Annual Compensation Compensation
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Number All Other
Name and Principal Salary Bonus of Compensation
Position Year ($) ($) Options ($)
- ---------------------------------------------------------------------------------------------------------------------------
Leonard H. Lavin, 1995 $999,996 $945,000 - $136,376 (1)
Chairman 1994 $999,996 $632,800 - $118,865
1993 $950,000 $425,000 - $107,514
- ---------------------------------------------------------------------------------------------------------------------------
Bernice E. Lavin, 1995 $518,748 $390,000 - $132,596 (2)
Vice Chairman, 1994 $370,000 $187,000 - $103,195
Secretary and Treasurer 1993 $330,000 $300,000 - $ 89,477
- ---------------------------------------------------------------------------------------------------------------------------
Howard B. Bernick, 1995 $631,254 $595,000 71,200 $ 5,639 (3)
President and Chief 1994 $568,754 $323,900 40,000 $ 4,855
Executive Officer 1993 $470,835 $300,000 37,000 $ 7,144
- ---------------------------------------------------------------------------------------------------------------------------
Carol L. Bernick,
President, Alberto-Culver 1995 $517,500 $390,000 33,200 $ 5,639 (4)
USA, Inc. and Executive 1994 $440,000 $222,800 50,000 $ 4,855
V.P. and Assistant 1993 $296,664 $250,000 40,000 $ 7,144
Secretary of the Company
- ---------------------------------------------------------------------------------------------------------------------------
Michael H. Renzulli, 1995 $507,000 $500,000 33,200 $ 14,836 (5)
President, Sally Beauty 1994 $450,000 $450,000 25,000 $ 10,551
Company, Inc. 1993 $325,000 $400,000 25,000 $ 15,129
===========================================================================================================================
</TABLE>
(1) The amount includes: $24,364, $24,364 and $27,613 of imputed income from
life insurance for 1995, 1994 and 1993, respectively; annual
contributions to the Employees' Profit Sharing Plan and Trust of $3,973,
$3,835 and $6,124 in 1995, 1994 and 1993, respectively; and $108,039,
$90,666 and
7
<PAGE>
$73,777 of imputed income from split-dollar life insurance policies for
1995, 1994 and 1993, respectively.
(2) The amount includes: $20,584, $8,694 and $9,576 of imputed income from
life insurance for 1995, 1994 and 1993, respectively; annual
contributions to the Employees' Profit Sharing Plan and Trust of $3,973,
$3,835 and $6,124 in 1995, 1994 and 1993, respectively; and $108,039,
$90,666 and $73,777 of imputed income from split-dollar life insurance
policies for 1995, 1994 and 1993, respectively.
(3) The amount includes $1,666, $1,020 and $1,020 of imputed income from life
insurance for 1995, 1994 and 1993, respectively; and annual contributions
to the Employees' Profit Sharing Plan and Trust of $3,973, $3,835 and
$6,124 in 1995, 1994 and 1993, respectively.
(4) The amount includes $1,666, $1,020 and $1,020 of imputed income from life
insurance for 1995, 1994 and 1993, respectively; and annual contributions
to the Employees' Profit Sharing Plan and Trust of $3,973, $3,835 and
$6,124 in 1995, 1994 and 1993, respectively.
(5) The amount includes $6,891, $2,880 and $2,800 of imputed income from life
insurance for each of 1995, 1994 and 1993, respectively; and annual
contributions to the Employees' Profit Sharing Plan and Trust of $7,945,
$7,671 and $12,249 in 1995, 1994 and 1993, respectively.
Each non-employee director of the Company receives $16,000 annual
compensation, plus $1,000 for each meeting of the board of directors attended.
Non-employee members of the executive, audit and compensation committees receive
$1,000 per committee meeting attended. Employee directors receive no additional
compensation for serving on the board of directors or its committees.
In addition, each non-employee director participates in the 1994 Stock
Option Plan For Non-Employee Directors (the "Director Plan") which was approved
by the stockholders at the 1995 annual meeting. Under the Director Plan, an
option to purchase 7,500 shares of Class A common stock was automatically
granted to each incumbent non-employee director at the time of the adoption of
the Director Plan by the board of directors. Similarly, an option to purchase
7,500 shares of Class A common stock will automatically be granted to any new
non-employee director upon his or her initial election or appointment as a
director of the Company. No person may receive more than one option under the
Director Plan. The exercise price of options granted under the Director Plan is
the fair market value on the date granted. Options are granted for a ten-year
term and are exercisable in four equal annual installments commencing one year
after the date of grant.
8
<PAGE>
STOCK OPTION GRANTS
The table below sets forth certain information with respect to options
granted to the persons named in the Summary Compensation Table during the fiscal
year ended September 30, 1995.
<TABLE>
====================================================================================================================================
STOCK OPTION GRANTS IN LAST FISCAL YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------------------------------------------------
Number % of Total Potential realizable value at
of Options Granted assumed annual rates of stock price
Option to Employees Exercise Expiration appreciation for option term (2)
Name Grants (1) in Fiscal Year Price Date
($) 5 % 10 %
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Leonard H. Lavin 0 - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Bernice E. Lavin 0 - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Howard B. Bernick 71,200 14.66% $23.688 10/31/04 $1,060,684 $2,687,983
- ------------------------------------------------------------------------------------------------------------------------------------
Carol L. Bernick 33,200 6.83% $23.688 10/31/04 $ 494,589 $1,253,385
- ------------------------------------------------------------------------------------------------------------------------------------
Michael H. Renzulli 33,200 6.83% $23.688 10/31/04 $ 494,589 $1,253,385
====================================================================================================================================
</TABLE>
(1) Options are granted under the Alberto-Culver Company Employee Stock Option
Plan of 1988, as amended, which permits the board of directors (or a
committee thereof) to grant options to purchase shares of Class A common
stock. Generally, all options granted have a term of ten years from the
date of grant. Options become exercisable on a cumulative basis in annual
increments of one-fourth of the optioned shares, commencing one year after
the date of grant. The board of directors, or a committee thereof, may
accelerate the exercisability of any options subject to such terms and
conditions as it deems necessary and appropriate.
(2) The dollar amounts in these columns assume that the market price per share
of the Class A common stock appreciates in value from the date of grant to
the expiration date of the option at the annualized rates indicated. These
rates are set by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, of the price of
Class A common stock.
9
<PAGE>
STOCK OPTION EXERCISES
The table below sets forth certain information with respect to the
exercise of options during the fiscal year ended September 30, 1995 by the
persons named in the Summary Compensation Table and the fiscal year-end value of
unexercised options.
<TABLE>
===============================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
===============================================================================================================================
Number of Value of
unexercised unexercised
Shares options at in-the-money
acquired on Value fiscal options at
exercise Realized year-end fiscal year-end (1)
Name ($) (#) ($)
---------------------------------------------------
Exercisable/ Exercisable/
unexercisable unexercisable
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Leonard H. Lavin 0 - - -
- -------------------------------------------------------------------------------------------------------------------------------
Bernice E. Lavin 0 - - -
- -------------------------------------------------------------------------------------------------------------------------------
Howard B. Bernick 0 - 51,000/127,200 $240,906/$515,646
- -------------------------------------------------------------------------------------------------------------------------------
Carol L. Bernick 5,334 $18,002 105,916/96,950 $626,917/$440,462
- -------------------------------------------------------------------------------------------------------------------------------
Michael H. Renzulli 0 - 67,500/70,700 $402,344/$299,852
===============================================================================================================================
</TABLE>
(1) Based on the average of the high and low trading price of the Class A
common stock of $26.625 on September 29, 1995, the last trading day of the
fiscal year.
10
<PAGE>
LONG-TERM INCENTIVE AWARDS
The table below sets forth certain information with respect to the grant
of performance units under the 1994 Shareholder Value Incentive Plan ("SVIP")
during the fiscal year ended September 30, 1995 to the persons named in the
Summary Compensation Table.
<TABLE>
==================================================================================================================================
LONG-TERM INCENTIVE PLAN -- AWARDS
IN LAST FISCAL YEAR
==================================================================================================================================
Shares
Units or Potential Future Payouts Under
Other Rights Shareholder Value Incentive Plan
Name (#)
-------------------------------------------------------
Performance or
Number of Other Period
Shares, Units or Until Threshold Target Maximum
Other Rights (1) Maturation or ($) ($) ($)
Payout
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Leonard H. Lavin 500 3 years $250,000 $500,000 $1,500,000
- ----------------------------------------------------------------------------------------------------------------------------------
Bernice E. Lavin 100 3 years $ 50,000 $100,000 $ 300,000
- ----------------------------------------------------------------------------------------------------------------------------------
Howard B. Bernick 285 3 years $142,500 $285,000 $ 855,000
- ----------------------------------------------------------------------------------------------------------------------------------
Carol L. Bernick 125 3 years $ 62,500 $125,000 $ 375,000
- ----------------------------------------------------------------------------------------------------------------------------------
Michael H. Renzulli 130 3 years $ 65,000 $130,000 $ 390,000
==================================================================================================================================
</TABLE>
(1) Awards under the SVIP are made in the form of performance units, each unit
having a payout value of $500 if the threshold performance is obtained,
$1,000 if the target performance is obtained and $3,000 if the maximum
performance is obtained. Units will have no value if the threshold
performance is not attained. Performance units were granted at the
beginning of fiscal year 1995 for the three-year performance period of
October 1, 1994 through September 30, 1997. At the time the performance
units were granted, objectives for the performance period were established
based on the percentile ranking of Class A common stock measured by total
shareholder return against companies comprising the Standard & Poor's 500
Index.
11
<PAGE>
Compensation Committee Report
The compensation committee of the board of directors is comprised of
William W. Wirtz, Robert P.Gwinn and A. Robert Abboud. The compensation
committee is responsible for reviewing executive performance and compensation,
and administering other benefit plans pursuant to which executive officers
receive cash awards and stock options.
The Company's objectives for its executive compensation program are:
o To attract, motivate and retain highly qualified individuals.
o To link the interests of executive officers more closely with
stockholders.
o To increase the personal stake of the executive officers in the
continued success and growth of the Company by linking a significant
portion of executive officers' compensation to the performance of the
Company.
In order to achieve these objectives, executive compensation for the last
fiscal year was based on three components: base salary, annual bonus and
long-term incentive compensation.
BASE SALARY
Base salaries of executive officers are reviewed from time to time by the
compensation committee and adjusted appropriately. The factors used in
determining an executive officer's base salary are the duties and level of
responsibility of the executive officer, the past performance of the executive
officer, the performance of the executive officer's principal business unit, if
any, and the performance of the Company. In this connection, the compensation
committee considers the recommendations of management.
ANNUAL BONUS
Annual bonuses are awarded pursuant to the Management Incentive Plan
("MIP"). At the beginning of the fiscal year, the compensation committee, based
on the recommendations of management, established a total incentive award
opportunity, stated as a percentage of base salary, for each executive officer.
Each executive officer's total award opportunity was allocated among one or more
of the following: (i) corporate sales and pre-tax earnings; (ii) sales and
pre-tax earnings of a subsidiary or division, and (iii) individual business
objectives.
The Company achieved its goal for pre-tax earnings and its threshold level
for sales growth for fiscal 1995. As a result, all executive officers earned at
least a portion of their total incentive award opportunity. Actual bonuses paid
to executive officers varied depending on the level of achievement for sales and
pre-tax earnings of their subsidiary or division, if applicable, and the
achievement of their individual business objectives.
12
<PAGE>
LONG-TERM INCENTIVE COMPENSATION
The Company's long-term incentive compensation program consists of grants
of stock options and performance units. Stock options were granted to executive
officers under the Alberto-Culver Company Employee Stock Option Plan of 1988, as
amended (the "ACSOP"). Stock options were granted with an option price equal to
the fair market value of the Class A common stock on the date of grant and for a
term of ten years. Stock options become exercisable in four equal annual
increments commencing one year after grant.
Executive officers were also granted performance units pursuant to the
1994 Shareholder Value Incentive Plan (the "SVIP"). Each performance unit has a
payout value of $500 if the threshold performance is obtained, $1,000 if the
target performance is obtained and $3,000 if the maximum performance is
obtained. Units will have no value if the threshold performance is not attained.
At the time performance units were granted, the compensation committee, based on
the recommendations of management and KPMG Peat Marwick LLP, the Company's
outside compensation consultants, established objectives for the three-year
performance period, October 1, 1994 through September 30, 1997, based on the
percentile ranking of the Class A common stock measured by total shareholder
return against companies comprising the Standard & Poor's 500 Index.
Executive officers were granted a greater number of stock options in
fiscal year 1995 than in previous years in order to provide greater incentives
to exert maximum efforts for the success of the Company and to remain in the
employ of the Company. Decisions with respect to grants of stock options and
performance units to executive officers were made based on a formula proposed by
KPMG Peat Marwick LLP. Under this formula, executive officers received grants of
stock options and performance units having a value equal to a percentage of his
or her base salary. The number of stock options and performance units granted
were then adjusted based on the same factors for determining base salary. At
their request, Leonard H. Lavin and Bernice E. Lavin are ineligible to receive
stock options under the ACSOP.
CHIEF EXECUTIVE OFFICER COMPENSATION
In October 1994, the board of directors elected Howard B. Bernick as Chief
Executive Officer. In fiscal year 1995, the compensation committee increased Mr.
Bernick's base salary to take into account Mr. Bernick's increased
responsibilities. In addition, Mr. Bernick was awarded stock options under the
ACSOP and performance units under the SVIP using the formula for other executive
officers. The compensation committee believes that Mr. Bernick's salary, stock
option and performance unit grants are reasonable in light of his increased
responsibilities and his continued contribution toward the financial and
nonfinancial success of the Company, including a record year for sales and
pre-tax earnings for the Company. Mr. Bernick's bonus for fiscal year 1995 under
the MIP was based wholly on the financial performance of the Company and was
determined using the formula for attainment of pre-established corporate
financial performance goals under the MIP.
13
<PAGE>
DEDUCTIBILITY OF COMPENSATION
As part of the Omnibus Budget Reconciliation Act passed by Congress in
1993, the Internal Revenue Code of 1986 was amended to add Section 162(m) which
limits the deductibility for federal income tax purposes of compensation paid to
the Chief Executive Officer and four other most highly compensated officers of
the Company. Under Section 162(m), compensation paid to each of these officers
in excess of $1 million per year is deductible by the Company only if it is
"performance-based." Although the Internal Revenue Service has issued only
proposed regulations under Section 162(m), the Company previously amended the
ACSOP to conform to the proposed regulations and has also drafted the MIP and
SVIP to conform to such regulations. As required under these regulations, the
amended ACSOP, the MIP and the SVIP were all submitted to stockholders for
approval in January 1995.
It is the Company's intention that compensation paid to its executive
officers be deductible for federal income tax purposes, unless circumstances
warrant otherwise. The Company believes that all bonuses earned by executive
officers under the MIP and SVIP will be deductible and that any income generated
upon the exercise of a non-qualified option granted under the ACSOP will be
deductible by the Company in the future.
Compensation Committee Members
A. Robert Abboud
Robert P. Gwinn
William W. Wirtz
14
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
the Company's Class A common stock and Class B common stock, the S&P 500 Index,
and a selected peer group of companies for the last five fiscal years. The
selected peer group consists of Block Drug Company, Inc., Church & Dwight Co.,
Inc., Claire's Stores, Inc., Cosmetic Center, Inc., Del Laboratories, Inc., DEP
Corp., The Dial Corp., Helen of Troy Corp., Helene Curtis Industries, Inc., St.
Ives Laboratories, Inc., Tambrands Inc., Tandy Corp. and Windmere Corp. For the
purpose of calculating the peer group average, the cumulative total shareholder
returns of each company have been weighted according to its stock market
capitalization. The graph assumes $100 was invested on September 30, 1990 and
that all dividends were reinvested.
[The following table was also represented by a graph in the printed material]
<TABLE>
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Alberto-Culver Class A 118 138 114 142 171
Alberto-Culver Class B 114 117 112 117 155
S & P 500 Index 131 146 165 171 221
Peer Group 143 152 147 157 199
</TABLE>
15
<PAGE>
PRINCIPAL STOCKHOLDERS
The table below contains information as of November 17, 1995 concerning
stock ownership by each person known to beneficially own 5% or more of either
class of the Company's outstanding shares of common stock based upon information
supplied to the Company by such persons.
<TABLE>
Shares Owned Beneficially
Name and Address on November 17, 1995 (1)(2) Percent of Class
- ---------------- --------------------------- ----------------
<C> <C> <C> <C>
Leonard H. Lavin Class A 673,896 (3) 6.13%
2525 Armitage Avenue Class B 3,488,604 (3) 20.81%
Melrose Park, IL 60160
Bernice E. Lavin Class A 201,664 (4) 1.84%
2525 Armitage Avenue Class B 3,301,044 (4) 19.69%
Melrose Park, IL 60160
Carol L. Bernick Class A 323,244 (5) 2.90%
2525 Armitage Avenue Class B 673,656 (5) 4.02%
Melrose Park, IL 60160
William W. Wirtz Class A 292,875 (6) 2.66%
680 North Lake Shore Drive Class B 897,000 (6) 5.35%
Chicago, IL 60611
New South Capital Management, Inc. Class A 1,190,789 (7) 10.84%
755 Crossover Lane
Memphis, TN 38117
State Teachers Retirement System Class A 574,800 5.23%
275 East Broad Street Class B 7,101 (8)
Columbus, OH 43215
Babson (David L.) & Co. Inc. Class A 750,450 6.83%
One Memorial Drive Class B 9,500 (8)
Cambridge, MA 02142
</TABLE>
(1) All, but not less than all, of the Class A shares may at any time be
converted into Class B shares on a share-for-share basis at the option of
the Company. The Class B shares are convertible into Class A shares on a
share-for-share basis at the option of the holder.
(2) Such ownership is direct, with sole voting and investment power, except as
indicated in subsequent footnotes. Each individual disclaims beneficial
ownership of any shares indicated as owned indirectly.
(3) Includes: 449,353 Class B shares held as co-trustee with Mrs. Bernick of a
grantor annuity trust for the benefit of Mr. Lavin; and 278,044 Class A
shares and 12,000 Class B shares owned by the Lavin Family Foundation of
which Mr. Lavin is a director and the President. Does not include shares
reported as owned by Mrs. Lavin or Mrs. Bernick.
16
<PAGE>
(4) Includes: 201,664 Class A shares and 326,864 Class B shares held as sole
trustee of trusts for the benefit of Mr. and Mrs. Lavin's children and
grandchildren; and 449,353 Class B shares held as co- trustee with Mrs.
Bernick of a grantor annuity trust for the benefit of Mrs. Lavin. Does not
include: 50,100 Class A shares and 150,300 Class B shares held as
co-trustee with Mrs. Bernick of a trust for the benefit of Mrs. Bernick;
and 278,044 Class A shares and 12,000 Class B shares owned by the Lavin
Family Foundation of which Mrs. Lavin is a director and an officer. In
addition, does not include shares reported as owned by Mr. Lavin or Mrs.
Bernick.
(5) Includes: 142,966 Class A shares subject to employee stock options
exercisable currently or within 60 days. Also includes: 195,501 Class B
shares held as sole trustee of grantor annuity trusts for the benefit of
Mrs. Bernick's siblings; 97,751 Class B shares held as co-trustee of a
grantor annuity trust for the benefit of Mrs. Bernick; 50,000 Class B
shares held as trustee of an insurance trust for the benefit of Mr. and
Mrs. Lavin's children and grandchildren; and 50,100 Class A shares and
150,300 Class B shares held as co-trustee with Mrs. Lavin of a trust for
the benefit of Mrs. Bernick. Does not include: 449,353 Class B shares held
as co-trustee with Mrs. Lavin of a grantor annuity trust for the benefit of
Mrs. Lavin; 449,353 Class B shares held as co-trustee with Mr. Lavin of a
grantor annuity trust for the benefit of Mr. Lavin; and 278,044 Class A
shares and 12,000 Class B shares owned by the Lavin Family Foundation of
which Mrs. Bernick is a director and an officer. In addition, does not
include shares reported as owned by Mr. Bernick or shares owned by Mr. and
Mrs. Lavin.
(6) Includes 1,875 Class A shares subject to stock options
exercisable currently or within 60 days. Also includes: 291,000 Class A
shares and 873,000 Class B shares owned by Wirtz Corporation, of which Mr.
Wirtz is president and a director; and 4,000 Class B shares owned by
William Wirtz Pension Trust, of which Mr. Wirtz is a trustee.
(7) Includes 67,000 shares as to which New South Capital Management, Inc. has
shared investment power but no voting power.
(8) Less than 1% of the outstanding shares.
17
<PAGE>
COMPLIANCE UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and persons who beneficially own more than 10% of
a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission,
the New York Stock Exchange and the Company. Based solely on its review of such
reports received by it, the Company believes that during fiscal year 1995 all
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with except that the Elizabeth Claire Bernick
Exempt Trust u/a/d April 25, 1995 and the Peter Andrew Bernick Exempt Trust
u/a/d April 25, 1995 each filed a Form 3 more than 10 days after the creation of
the trust.
INDEPENDENT PUBLIC ACCOUNTANTS
The board of directors of the Company has selected KPMG Peat Marwick LLP
as independent public accountants for the Company for the fiscal year ending
September 30, 1996. KPMG Peat Marwick LLP has served the Company in the capacity
of independent public accountants since 1961. Representatives of that firm are
expected to be present at the annual meeting of stockholders with an opportunity
to make a statement if they so desire, and will be available to respond to
appropriate questions presented at the meeting by stockholders.
OTHER BUSINESS
Management knows of no other matters which will be brought before the
meeting. However, if other matters are properly brought before the meeting, the
persons named in the enclosed proxy will vote in accordance with their judgment
on such matters. For business to be properly brought before the meeting by a
stockholder, notice in proper written form must be given to the Secretary not
less than 30 days before the meeting and otherwise in compliance with the
Company's By-Laws.
STOCKHOLDER PROPOSALS
The deadline for receipt by the Company of stockholder proposals for
inclusion in the Company's 1996 proxy materials is August 16, 1996.
COST AND METHOD OF PROXY SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition
to solicitation by mail, brokerage houses, nominees and other custodians and
fiduciaries will be requested to send the proxy material to their principals and
the Company will reimburse them for their reasonable expenses.
By Order of the Board of Directors
BERNICE E. LAVIN
Secretary
Disk #11-Proxy96.DOC
18
<PAGE>
P ALBERTO-CULVER COMPANY
R
O Annual Meeting, January 25, 1996
X
Y Proxy Solicited by Board of Directors
HOWARD B. BERNICK, WILLIAM J. CERNUGEL AND BERNICE E. LAVIN, each with
power of substitution, are hereby authorized to vote all shares which the
undersigned stockholder would be entitled to vote if personally present
at the Annual Meeting of Stockholders of Alberto-Culver Company to be held
on January 25, 1996, and at any adjournment thereof, as noted on the reverse
side.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE FOUR NOMINEES FOR DIRECTOR SET
FORTH ON THE REVERSE SIDE.
(Continued and to be signed on reverse side) SEE REVERSE SIDE
19
<PAGE>
Please mark
votes as in
this example
The board of directors recommends a vote FOR the nominees for director listed
below.
1. Election of Directors.
Nominees: Howard B. Bernick, Bernice E. Lavin, Allan B. Muchin and Harold
M. Visotsky, M.D.
FOR WITHHOLD ALL EXCEPT
(List exceptions)
2. In the discretion of the board of directors, on any other matters that may
properly come before the meeting.
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE BELOW
Please sign here exactly as your name (or names) appear on this proxy. Persons
signing as executors, administrators, trustees, guardians or attorneys should so
indicate when signing. Where there is more than one owner, each must sign.
Signature Date
Signature Date
20
<PAGE>
P ALBERTO-CULVER COMPANY
R
O Annual Meeting, January 25, 1996
X
Y Proxy Solicited by Board of Directors
HOWARD B. BERNICK, WILLIAM J. CERNUGEL AND BERNICE E. LAVIN, each with
power of substitution, are hereby authorized to vote all shares which the
undersigned stockholder would be entitled to vote if personally present
at the Annual Meeting of Stockholders of Alberto-Culver Company to be held
on January 25, 1996, and at any adjournment thereof, as noted on the reverse
side.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE FOUR NOMINEES FOR DIRECTOR SET
FORTH ON THE REVERSE SIDE.
(Continued and to be signed on reverse side) SEE REVERSE SIDE
21
<PAGE>
Please mark
votes as in
this example
The board of directors recommends a vote FOR the nominees for director listed
below.
1. Election of Directors.
Nominees: Howard B. Bernick, Bernice E. Lavin, Allan B. Muchin and Harold
M. Visotsky, M.D.
FOR WITHHOLD ALL EXCEPT
(List exceptions)
2. In the discretion of the board of directors, on any other matters that may
properly come before the meeting.
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE BELOW
Please indicate how
many shares you are voting:
Class A:
Class B:
Please sign here exactly as your name (or names) appear on this proxy. Persons
signing as executors, administrators, trustees, guardians or attorneys should so
indicate when signing. Where there is more than one owner, each must sign.
Signature Date
Signature Date
22
<PAGE>
