SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ALBERTO-CULVER COMPANY
(Name of Issuer)
CLASS A COMMON STOCK, $.22 PAR VALUE PER SHARE
(Title of Class of Securities)
013068200
(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)
January 3, 1995
(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).
13D CUSIP NO. 013068200 Page 2 of 9 Pages
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
759,450**
8 SHARED VOTING POWER
1,389,150**
9 SOLE DISPOSITIVE POWER
759,450**
10 SHARED DISPOSITIVE POWER
1,389,150**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,148,600**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
X
Excluded are 176,000 Class A shares (including immediately
exercisable options to acquire 51,000 Class A shares) and 340,000
Class B shares held directly by Bernick's spouse. Bernick
disclaims beneficial ownership of such shares.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
17.01%**
14 TYPE OF REPORTING PERSON *
IN
** Includes shares of Class B Common Stock, $.22 par value
per share ("Class B shares"), which are immediately
convertible at the holder's option on a share for share
basis into Class A shares and also includes options
which are exercisable immediately or within 60 days to
acquire Class A shares.
13D CUSIP NO. 013068200 Page 3 of 9 Pages
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
-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
13D CUSIP NO. 013068200 Page 4 of 9 Pages
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
-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
13D CUSIP NO. 013068200 Page 5 of 9 Pages
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
146,626**
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
146,626**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,626**
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).
1.32%**
14 TYPE OF REPORTING PERSON *
00
** Consists of shares of Class B shares which are immediately
convertible at the holder's option on a share for share
basis into Class A shares.
13D CUSIP NO. 013068200 Page 6 of 9 Pages
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
146,626**
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
146,626**
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,626**
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).
1.32%**
14 TYPE OF REPORTING PERSON *
00
** Consists of Class B shares which are immediately convertible
at the holder's option on a share for share basis into Class
A shares.
CUSIP No. 013068200 SCHEDULE 13D Page 7 of 9
Item 1. Security and Issuer.
Title of Class of Securities: Class A Common Stock ("Class A
shares")
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
10/1/93 ("LHL Trust")
5) BEL Grantor Annuity Trust dated
10/1/93 ("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.
On April 11, 1994, Bernick, as trustee, transferred 1,100,000 Class B
shares from each of the Leonard Trust and Bernice Trust to the
respective beneficiary of each such trust. On April 11, 1994, Leonard
H. Lavin ("Mr. Lavin") and Bernice E. Lavin ("Mrs. Lavin") each
transferred 1,600,000 Class B shares to each of themselves and Bernick
as co-trustees of the LHL April, 1994 Grantor Annuity Trust dated
4/11/94 ("LHL April Trust") and BEL April, 1994 Grantor Annuity Trust
dated 4/11/94 ("BEL April Trust"), respectively. On December 8, 1994,
Bernick, as trustee, transferred 525,678 Class B shares from each of the
LHL Trust and BEL Trust to the respective beneficiary of each such
trust. In addition, on December 8, 1994, Bernick and Mr. Lavin, and
Bernick and Mrs. Lavin, as co-trustees of the LHL April Trust and BEL
Trust, respectively, transferred 486,341 Class B shares to the
respective beneficiary of each such trust. Similarly, on January 3,
1995, Bernick as trustee of the LHL Trust and BEL Trust transferred from
each trust 327,696 Class B shares to the respective beneficiary of each
such trust. In addition, on January 3, 1995, Bernick and Mr. Lavin, and
Bernick and Mrs. Lavin, as co-trustees of the LHL April Trust and BEL
April Trust, respectively, transferred 664,306 Class B shares to the
respective beneficiary of each such trust.
CUSIP No. 013068200 SCHEDULE 13D Page 8 of 9
Item 4. Purpose of Transaction.
Transfers of securities were caused by trust funding and 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 Shares Beneficially Owned (as of January 3,
1995): 2,148,600 shares total: 236,094 Class A shares (including
105,916 shares subject to immediately exercisable options) and
180,104 Class B shares held directly; 146,626 Class B shares as
trustee of the LHL Trust; 146,626 Class B shares as trustee of the
BEL Trust; 449,353 Class B shares as co-trustee of the LHL April
Trust; 449,353 Class B shares as co-trustee of the BEL April
Trust; 50,000 Class B shares held as trustee of an insurance
trust; 278,044 Class A shares and 12,000 Class B shares held by
Lavin Family Foundation (a charitable foundation of which Bernick
is Vice President and a Director); and 50,100 Class A shares and
150,300 Class B shares held as co-trustee of a trust for her
benefit.
Percentage of Class A Shares (as of January 3, 1995)*: 17.01%
total: 3.70% directly; 1.32% as trustee of the LHL Trust; 1.32%
as trustee of the BEL Trust; 3.95% as co-trustee of the LHL April
Trust; 3.95% as co-trustee of the BEL April Trust; .45% as trustee
of an insurance trust; 2.65% by Lavin Family Foundation; and 1.80%
as co-trustee of a trust for her benefit (based on 10,940,209
Class A shares outstanding as of December 31, 1994).
* Pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange
Act of 1934, as amended, the following calculations assume
that all Class B shares beneficially owned by Bernick have
been converted into Class A shares 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: 759,450<F1> -0- -0- 146,626<F1> 146,626<F1>
(ii) Shared power to vote: 1,389,150<F2> -0- -0- -0- -0-
(iii) Sole power to dispose: 759,450<F1> -0- -0- 146,626<F1> 146,626<F1>
(iv) Shared power to dispose 1,389,150<F2> -0- -0- -0- -0-
</TABLE>
[FN]
<F1> The above shares shown as owned by each of 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.
236,094 Class A shares (including 105,916 Class A shares subject
to immediately exercisable stock options) and 180,104 Class B
shares directly; 146,626 Class B shares as trustee of each of the
LHL Trust and BEL Trust; and 50,000 Class B shares as trustee of
an insurance trust.
<F2> Bernick shares the power to vote and dispose of the 278,044 Class
A shares and 12,000 Class B shares held by Lavin Family Foundation
with her parents, Mr. Lavin and Mrs. Lavin. Bernick, in her
capacity as co-trustee of a trust for her benefit, shares the
power to vote and dispose of 50,100 Class A shares and 150,300
Class B shares held by such trust with Mrs. Lavin as co-trustee
and Bernick shares the power to vote and dispose of 449,353 Class
B shares in each of the LHL April Trust and BEL April Trust with
Mr. Lavin and Mrs. Lavin, respectively. In addition, Bernick
shares the power to vote and dispose of shares held by the LHL
April Trust and BEL April Trust, with Mr. Lavin and Mrs. Lavin,
respectively. Certain information regarding Mr. Lavin and Mrs.
Lavin is presented below:
(a) Name of Person: Leonard H. Lavin
Bernice E. Lavin
(b) Address: 2525 Armitage Avenue
Melrose Park, Illinois 61060<PAGE>
CUSIP No. 013068200 SCHEDULE 13D Page 9 of 9
(c) Principal Business: Leonard H. Lavin, an individual, is
a Director and the Chairman of the
Company. Bernice E. Lavin, an
individual, is a Director and Vice
Chairman, 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 176,000 Class A shares (including 51,000 shares
subject to immediately exercisable stock options) and 340,000
Class B shares are held in the name of Bernick's husband. Bernick
disclaims beneficial ownership of such shares and they are not
included above.
(c) On November 8, 1994, Bernick exercised an option to acquire 5,334
Class A shares. In connection therewith, Bernick paid the
exercise price of $110,013.75. On December 8, 1994, Lavin Family
Foundation received 175,000 Class A shares by gift from Bernick's
father, Mr. Lavin.
(d) None.
(e) The Leonard Trust and Bernice Trust each ceased to hold greater
than 5% of a class of securities on April 11, 1994. The LHL Trust
and BEL Trust each ceased to hold greater than 5% of a class of
securities on December 8, 1994.
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: February 14, 1995
Signature: /S/
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 10/1/93; and as Trustee of
the BEL Grantor Annuity Trust dated 10/1/93; and co-trustee of a
trust dated 10/20/72; and as trustee of an insurance trust dated
4/23/93
