SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
ALBERTO-CULVER COMPANY
(Name of Issuer)
CLASS B COMMON STOCK, $.22 PAR VALUE PER SHARE
(Title of Class of Securities)
013068101
(CUSIP Number)
Marshall E. Eisenberg (312)269-8020 Bernice E. Lavin (708)450-3101
NEAL GERBER & EISENBERG 2525 Armitage Avenue
Two North LaSalle St., Suite 2200 Melrose Park, IL 60160
Chicago, IL 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<PAGE>
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. 013068101 Page 2 of 7 Pages
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
2,851,691
8 SHARED VOTING POWER
611,653
9 SOLE DISPOSITIVE POWER
2,851,691
10 SHARED DISPOSITIVE POWER
611,653
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,463,344
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
Excluded are 3,476,604 shares held by Lavin's spouse directly and
as co-trustee of trusts for his benefit. Lavin has no beneficial
interest in such shares and beneficial interest in them is
disclaimed.
x
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
20.66%
14 TYPE OF REPORTING PERSON *
IN
13D CUSIP NO. 013068101 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BEL April, 1994 Grantor Annuity Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
449,353
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
449,353
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449,353
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).
2.68%
14 TYPE OF REPORTING PERSON *
00
13D CUSIP NO. 013068101 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BEL January 1995 Grantor Annuity Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
7 SOLE VOTING POWER
2,000,000
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
2,000,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
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).
11.93%
14 TYPE OF REPORTING PERSON *
00
13D CUSIP NO. 013068101 Page 5 of 7 Pages
Item 1. Security and Issuer.
Title of Class of Securities: Class B Common Stock, $.22
par value per share
Name and Address of Issuer: Alberto-Culver Company ("Alberto")
2525 Armitage Avenue
Melrose Park, IL 60160
Item 2. Identity and Background.
(a) Name of Person Filing: (1) Bernice E. Lavin ("Lavin")
(2) BEL April, 1994 Grantor Annuity
Trust ("BEL Trust")
(3) BEL January 1995 Grantor Annuity
Trust ("BEL January Trust")
(b) Address: 1), 2) and 3) c/o Bernice E. Lavin
2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business:
1) Lavin is a Director, Vice Chairman, Secretary and Treasurer of
Alberto
2) Trust Administration
3) 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) Illinois trust
(3) Illinois trust
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. On January 3, 1995, Carol L. Bernick ("Bernick") as
trustee of the BEL Grantor Annuity Trust, dated 10/1/93, for the benefit
of Lavin, transferred 327,696 shares to Lavin individually. On January
3, 1995, Bernick and Lavin, as co-trustees of the BEL Trust, transferred
664,306 shares to Lavin individually. On January 3, 1995, Lavin
transferred 2,000,000 shares to herself and Bernick as co-trustees of
the BEL January Trust. Under the terms of the BEL January Trust, Lavin
has the sole voting and investment power with respect to the shares held
by the trust.
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. The transfers
were not undertaken for purposes of effecting any of the actions listed
in this item.
Item 5. Interest in Securities of the Issuer.
(a) Amount of Class B Common Stock Beneficially Owned: 3,463,344
shares total: 524,827 shares directly; 2,000,000 as co-trustee of
the BEL January Trust; 449,353 as co-trustee of the BEL Trust;
12,000 shares by Lavin Family Foundation (a charitable foundation
of which Lavin is the Treasurer and a Director); and 150,300
shares and 326,864 shares, respectively, as co-trustee of a trust
and sole trustee of trusts, respectively, for the benefit of
Lavin's children and grandchildren.
13D CUSIP NO. 013068101 Page 6 of 7 Pages
(a) Percentage of Class B Common Stock: 20.66% total: 3.13%
directly; 11.93% as co-trustee of the BEL January Trust;
2.68% as co-trustee of the BEL Trust; .1% by Lavin Family
Foundation; and .9% and 1.9%, respectively, as co-trustee of
a trust and sole trustee of trusts, respectively, for the
benefit of Lavin's children and grandchildren (based upon
16,766,240 Class B shares outstanding as of December 31,
1994).
(b) Number of Shares as to Which Such Person Has:
<TABLE>
<CAPTION>
BEL January
Lavin BEL Trust Trust
<S> <C> <C> <C>
(i) Sole power to vote: 2,851,691<F1> -0- 2,000,000<F1>
(ii) Shared power to vote: 611,653<F2> 449,353 -0-
(iii) Sole power to dispose: 2,851,691<F1> -0- 2,000,000<F1>
(iv) Shared power to dispose 611,653<F2> 449,353 -0-
<FN>
<F1> The above shares shown as owned by the BEL January Trust are
reflected as sole power of Lavin and the trust because Lavin has
sole voting and investment power with respect to the shares held
by the trust. 2,000,000 shares are held by Lavin as co-trustee of
the BEL January Trust; 524,827 shares are directly owned and
326,864 shares are held as sole trustee of trusts for the benefit
of Lavin's children and grandchildren.
<F2> 449,353 shares are held as co-trustee of the BEL Trust; 12,000
shares are held by Lavin Family Foundation; and 150,300 shares are
held as co-trustee of a trust for the benefit of one of Lavin's
adult children.
</TABLE>
Lavin shares the power to vote and dispose of the 12,000 shares held by
Lavin Family Foundation with her husband, Leonard H. Lavin, and Bernick.
Lavin is co-trustee together with Bernick of a trust for the benefit of Bernick
which holds 150,300 shares and of the BEL Trust which holds 449,353 shares.
The following information is presented with respect to Leonard H. Lavin
and Bernick, respectively.
(a) Name of Person: Leonard H. Lavin
Carol L. Bernick
(b) Address: 2525 Armitage Avenue
Melrose Park, Illinois 60160
(c) Principal Business: Leonard H. Lavin, an individual, is
a Director and the Chairman of
Alberto. Carol L. Bernick, an
individual, is a Director and
Executive Vice President and
Assistant Secretary of Alberto and
the President of Alberto-Culver USA,
Inc., a subsidiary of Alberto.
(d) Prior Criminal None
Convictions:
(e) Prior Civil Proceedings None
with Respect to Federal
or State Securities Laws:<PAGE>
13D CUSIP NO. 013068101 Page 7 of 7 Pages
(f) Place of Organization: U.S. Citizen
An additional 3,476,604 shares of Alberto Class B common stock and
412,852 shares of Alberto Class A common stock (which are not included
above) are held by Lavin's husband directly and as co-trustee of trusts
for his benefit. Lavin has no beneficial interest in such shares and
beneficial ownership of them is disclaimed.
The Class B shares owned by Lavin and the percentage holdings specified
herein also do not reflect the 278,044 shares of Alberto Class A common
stock held by Lavin Family Foundation, or 50,100 shares and 184,664
shares of Alberto Class A common stock, respectively, held by Lavin
solely in her capacity as co-trustee of a trust and sole trustee of
trusts, respectively, for the benefit of Lavin's children and
grandchildren.
(c) None, except as indicated in Item 3.
(d) None.
(e) On January 3, 1995, the BEL Trust ceased to hold greater than 5%
of a class of securities.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 17, 1995
Signature: /S/
Name/Title: Bernice E. Lavin, individually;
as co-trustee of the BEL April,
1994 Grantor Annuity Trust; as
co-trustee of the BEL January 1995
Grantor Annuity Trust; as co-trustee
of another trust; and as sole trustee
of trusts for the benefit of her
children and grandchildren
