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
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240. 14a-11(c)
or ss.240. 14a-12
Alberto-Culver Company
(Name of Registrant as Specified in Its Charter)
Alberto-Culver Company
(Name of Person(s) Filing Proxy Statement)
- --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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 Exchange Act Rule 0-11:
------------------------------------------------------------------
4.)Proposed maximum aggregate value of transaction: $____________
------------------------------------------------------------------
5.)Total Fee paid: $-----------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
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 12, 1996
SUSAN M. EASTON
Direct Dial (708) 450-3012
Fax No. (708) 450-3409
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Division of Corporate Finance
RE: Alberto-Culver Company
Commission File No. 1-5050
Ladies and Gentlemen:
Pursuant to Rule 101(a)(1)(iii) of Regulation S-T, enclosed herewith for filing
via EDGAR are Alberto-Culver Company's definitive proxy materials relating to
the fiscal year ended September 30, 1996. Please note that no filing fee
accompanies these materials because a filing fee was paid in connection with
the filing of preliminary proxy materials on November 27, 1996.
If you have any questions or need additional information, please call
me at (708) 450-3012.
Very truly yours,
Susan M. Easton
Attorney
<PAGE>
ALBERTO-CULVER COMPANY
Melrose Park, Illinois
December 12, 1996
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 23, 1997, 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 and to vote on
increasing the number of the Company's authorized shares of Class A and Class B
common stock.
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 23, 1997, 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 consider and vote upon an amendment to the Company's
Restated Certificate of Incorporation which would (i) increase
the number of authorized shares of Class A Common Stock of the
Company from 25,000,000 to 75,000,000 shares and (ii) increase
the number of authorized shares of Class B Common Stock of the
Company from 25,000,000 to 75,000,000 shares.
3. To transact such other business as may properly come before
the meeting.
The board of directors has fixed the close of business on November 25,
1996 as the record date for determination of the stockholders entitled to notice
of and to vote at the meeting.
Bernice E. Lavin
Secretary
December 12, 1996
<PAGE>
ALBERTO-CULVER COMPANY PROXY STATEMENT
2525 Armitage Avenue December 12, 1996
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 23, 1997 and at any adjournment thereof.
On November 25, 1996, the record date for the meeting, the Company had
outstanding shares of common stock consisting of 11,074,894 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 12, 1996.
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 all shares entitled to vote in the election. The increase in the
Company's authorized Class A and Class B common stock requires the affirmative
vote of a majority of the voting power of all shares entitled to vote. In
addition, the affirmative vote of a majority of the shares of Class A common
stock entitled to vote is necessary to approve the increase in Class A common
stock, and the affirmative vote of a majority of the shares of Class B common
stock entitled to vote is necessary to approve the increase in Class B common
stock. 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 and will have the effect of negative votes on the increase
in the Company's authorized Class A and Class B common stock.
Election of Directors
Unless otherwise instructed, proxies will be voted for the election as
directors of the four persons listed as nominees. All of the nominees are
currently serving as directors. 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 2000 (Class III)
Carol L. Bernick, age 44, 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 77, 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 67, 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.
Robert H. Rock, D.B.A.,age 46, has served as a director of the Company
since October 1995 and as the President of MLR Holdings, a publishing and
information company, for more than the past five years. Mr. 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, Mr. Rock served as Chairman of IDD Enterprises, a publisher and provider
of on-line services. Mr. Rock is also a director of Hunt Manufacturing Company,
Quaker Chemical Corporation and R.P. Scherer Corporation.
Directors Whose Terms Expire at the Annual Meeting in 1998 (Class I)
Robert P. Gwinn, age 89, 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 67, 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 68, 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.
2
<PAGE>
A. G. Atwater, Jr., age 53, 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.
Directors Whose Terms Expire at the Annual Meeting in 1999 (Class II)
Howard B. Bernick, age 44, 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 71, has served as a director and Secretary &
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 72, 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 60, 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-based 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.
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>
===================================================================================================
<CAPTION>
Shares Beneficially Owned Percent
Name on November 30,1996 (1)(2) of Class
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 252,504 (3) 2.24%
Carol L. Bernick Class B 1,144,578 (3) 6.83%
- ---------------------------------------------------------------------------------------------------
Class A 278,044 (4) 2.51%
Leonard H. Lavin Class B 3,176,468 (4) 18.95%
- ---------------------------------------------------------------------------------------------------
Class A 3,750 (5)
A. Robert Abboud Class B 1,000 (5)
- ---------------------------------------------------------------------------------------------------
Class A 2,225 (6) (5)
Robert H. Rock Class B 0
- ---------------------------------------------------------------------------------------------------
Class A 9,750 (7) (5)
Robert P. Gwinn Class B 0
- ---------------------------------------------------------------------------------------------------
Class A 294,750 (8) 2.66%
William W. Wirtz Class B 897,000 (8) 5.35%
- ---------------------------------------------------------------------------------------------------
Class A 3,750 (9) (5)
Lee W. Jennings Class B 3,400 (9) (5)
- ---------------------------------------------------------------------------------------------------
Class A 2,875 (10) (5)
A.G. Atwater, Jr. Class B 0
- ---------------------------------------------------------------------------------------------------
Class A 274,850 (11) 2.45%
Howard B. Bernick Class B 300,000 1.79%
- ---------------------------------------------------------------------------------------------------
Class A 267,340 (12) 2.41%
Bernice E. Lavin Class B 3,142,258 (12) 18.74%
- ---------------------------------------------------------------------------------------------------
Class A 3,950 (13) (5)
Harold M. Visotsky Class B 500 (5)
- ---------------------------------------------------------------------------------------------------
Class A 2,875 (14) (5)
Allan B. Muchin Class B 0
- ---------------------------------------------------------------------------------------------------
Class A 197,568 (15) 1.76%
Michael H. Renzulli Class B 71,558 (5)
- ---------------------------------------------------------------------------------------------------
All Directors and Executive Officers as a Group (19 Class A 1,709,359 (16) 14.74%
persons, including the above) Class B 8,816,122 52.58%
===================================================================================================
4
<PAGE>
<FN>
(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: 176,266 Class A shares subject to employee stock options
exercisable currently or within 60 days. Also includes: 609,470 Class B
shares held as co-trustee of grantor annuity trusts for the benefit of
Mrs. Bernick's siblings; 305,004 Class B shares held as co-trustee of a
grantor annuity trust for the benefit of Mrs. Bernick; and 50,000 Class B
shares held as trustee of an insurance trust for the benefit of Mr. and
Mrs. Lavin's children and grandchildren. Does not include: 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; an aggregate of 2,130,461
Class B shares held as co-trustee with Mrs. Lavin of two grantor annuity
trusts for the benefit of Mrs. Lavin; an aggregate of 2,130,461 Class B
shares held as co-trustee with Mr. Lavin of two grantor annuity trusts
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.
(4) Includes: 2,130,461 Class B shares held as co-trustee with Mrs. Bernick
of two grantor annuity trusts 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.
(5) Less than 1.0% of the outstanding shares.
(6) Includes 1,875 Class A shares subject to stock options exercisable
currently or within 60 days and 350 Class A shares held jointly with Mr.
Rock's wife.
(7) Includes 3,750 Class A shares subject to stock options exercisable
currently or within 60 days.
(8) Includes 3,750 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.
(9) Includes 3,750 Class A shares subject to stock options exercisable
currently or within 60 days. Does not include 400 Class B shares owned
by Mrs. Jennings.
(10) Includes 1,875 Class A shares subject to stock options exercisable
currently or within 60 days.
(11) Includes 149,850 Class A shares subject to employee stock options
exercisable currently or within 60 days.
5
<PAGE>
(12) Includes: 217,240 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 2,130,461 Class B shares held as co-trustee with Mrs.
Bernick of two grantor annuity trusts for the benefit of Mrs. Lavin; and
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. Does not
include: 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.
(13) Includes 3,750 Class A shares subject to stock options exercisable
currently or within 60 days.
(14) Includes 1,875 Class A shares subject to stock options exercisable
currently or within 60 days.
(15) Includes 123,650 Class A shares subject to employee stock options
exercisable currently or within 60 days.
(16) Includes 525,141 Class A shares subject to stock options exercisable
currently or within 60 days.
</FN>
</TABLE>
Meetings and Committees of the Board of Directors
The board of directors of the Company held four regularly scheduled
meetings and one special meeting during fiscal year 1996. 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 William W. Wirtz, Chairman, A. G. Atwater, Jr.,
Robert P. Gwinn, Lee W. Jennings and Allan B. Muchin, held two meetings during
fiscal year 1996. 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 Leonard H. Lavin, Chairman,
A.G. Atwater, Jr., Howard B. Bernick, Robert P. Gwinn and Bernice E. Lavin,
held one meeting during fiscal year 1996. 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 William W. Wirtz,
Chairman, A. Robert Abboud, Robert P. Gwinn, Robert H. Rock and Harold M.
Visotsky, held four meetings during fiscal year 1996. The compensation
committee reviews executive performance and compensation and administers benefit
plans pursuant to which executive officers receive stock options and other
incentive awards.
The nominating committee, which is composed of Leonard H. Lavin,
Chairman, A. Robert Abboud, Carol L. Bernick, Bernice E. Lavin and Harold M.
Visotsky held no meetings during fiscal year 1996. 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.
6
<PAGE>
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 other most highly compensated executive officers of the
Company for services rendered in all respects for the past three fiscal years.
<TABLE>
=============================================================================================================================
SUMMARY COMPENSATION TABLE
=============================================================================================================================
<CAPTION>
Long-Term
Annual Compensation Compensation
- -----------------------------------------------------------------------------------------------------------------------------
Number of All Other
Name and Principal Salary Bonus Stock Options Compensation
Position Year ($) ($) Granted ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Leonard H. Lavin, 1996 $999,996 $999,000 - $150,827 (1)
Chairman 1995 $999,996 $945,000 - $136,376
1994 $999,996 $632,800 - $118,865
- -----------------------------------------------------------------------------------------------------------------------------
Bernice E. Lavin, 1996 $549,996 $439,000 - $150,827 (2)
Vice Chairman, 1995 $518,748 $390,000 - $132,596
Secretary and Treasurer 1994 $370,000 $187,000 - $103,195
- -----------------------------------------------------------------------------------------------------------------------------
Howard B. Bernick, 1996 $725,001 $724,000 69,000 $ 6,536 (3)
President and Chief 1995 $631,254 $595,000 71,200 $ 5,639
Executive Officer 1994 $568,754 $323,900 40,000 $ 4,855
- -----------------------------------------------------------------------------------------------------------------------------
Carol L. Bernick,
President, Alberto-Culver 1996 $581,247 $464,000 30,000 $ 6,536 (3)
USA, Inc. and Executive 1995 $517,500 $390,000 33,200 $ 5,639
V.P. and Assistant 1994 $440,000 $222,800 50,000 $ 4,855
Secretary of the Company
- -----------------------------------------------------------------------------------------------------------------------------
Michael H. Renzulli, 1996 $567,750 $510,000 33,200 $ 17,499 (4)
President, Sally Beauty 1995 $507,000 $500,000 33,200 $ 14,836
Company, Inc. 1994 $450,000 $450,000 25,000 $ 10,551
=============================================================================================================================
<FN>
(1) The amount includes: $24,365, $24,364 and $24,364 of imputed income from
life insurance for 1996, 1995 and 1994, respectively; annual
contributions to the Alberto-Culver Company Employees' Profit Sharing
Plan of $4,700, $3,973 and $3,835 in 1996, 1995 and 1994, respectively;
and $121,762, $108,039 and $90,666 of imputed income from split-dollar
life insurance policies for 1996, 1995 and 1994, respectively.
(2) The amount includes: $24,365, $20,584 and $8,694 of imputed income from
life insurance for 1996, 1995 and 1994, respectively; annual
contributions to the Alberto-Culver Company Employees' Profit Sharing
Plan of $4,700, $3,973 and $3,835 in 1996, 1995 and 1994, respectively;
and $121,762, $108,039 and $90,666 of imputed income from split-dollar
life insurance policies for 1996, 1995 and 1994, respectively.
7
<PAGE>
(3) For both Mr. and Mrs. Bernick, the amount includes $1,836, $1,666 and
$1,020 of imputed income from life insurance for 1996, 1995 and 1994,
respectively; and annual contributions to the Alberto- Culver Company
Employees' Profit Sharing Plan of $4,700, $3,973 and $3,835 in 1996, 1995
and 1994, respectively.
(4) The amount includes $8,100, $6,891 and $2,880 of imputed income from life
insurance for each of 1996, 1995 and 1994, respectively; and annual
contributions to the Alberto-Culver Company Employees' Profit Sharing
Plan of $9,399, $7,945 and $7,671 in 1996, 1995 and 1994, respectively.
</FN>
</TABLE>
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 grant 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, 1996.
<TABLE>
===================================================================================================================================
STOCK OPTION GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Number % of Total Potential realizable value at assumed
of Stock Options annual rates of stock price appreciation
Options Granted Exercise Expiration for option term (2)
Name Granted(1) to Employees Price Date
in Fiscal Year ($) 5 % 10 %
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Leonard H. Lavin - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Bernice E. Lavin - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Howard B. Bernick 69,000 14.0% $26.75 10/30/05 $1,160,782 $2,941,650
- -----------------------------------------------------------------------------------------------------------------------------------
Carol L. Bernick 30,000 6.1% $26.75 10/30/05 $ 504,688 $1,278,978
- -----------------------------------------------------------------------------------------------------------------------------------
Michael H. Renzulli 33,200 6.7% $26.75 10/30/05 $ 558,521 $1,415,403
===================================================================================================================================
<FN>
(1) Options are granted under the Alberto-Culver Company Employee Stock Option
Plan of 1988, as amended, which permits the compensation committee of
board of directors to grant options to purchase shares of Class A common
stock. 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. Mr. and Mrs. Lavin have elected not to receive stock
option grants under the plan. The compensation committee may accelerate
the exercisability of any options subject to such terms and conditions as
it deems necessary and appropriate. In the event of a change in control of
the Company, as defined in the plan, all outstanding options become
immediately exercisable, or option holders become entitled to receive a
cash payment in lieu of the exercise of their options, as set forth in the
plan.
(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.
</FN>
</TABLE>
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, 1996 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
===============================================================================================================================
<CAPTION>
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 - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Bernice E. Lavin - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Howard B. Bernick - - 95,550/151,650 $1,433,319/$1,910,208
- -------------------------------------------------------------------------------------------------------------------------------
Carol L. Bernick 5,000 $32,875 137,966/89,900 $2,231,578/$1,200,831
- -------------------------------------------------------------------------------------------------------------------------------
Michael H. Renzulli - - 94,550/76,850 $1,514,418/$983,328
===============================================================================================================================
<FN>
(1) Based on the average of the high and low trading price of the Class A
common stock of $37.125 on September 30, 1996, the last trading day of the
fiscal year.
</FN>
</TABLE>
10
<PAGE>
Long-Term Incentive Awards
The table below sets forth certain information with respect to the grant
of performance units under the 1994 Shareholder Value Incentive Plan ("SVIP")
during the fiscal year ended September 30, 1996 to the persons named in the
Summary Compensation Table.
<TABLE>
==================================================================================================================================
LONG-TERM INCENTIVE PLAN --
AWARDS IN LAST FISCAL YEAR
==================================================================================================================================
<CAPTION>
Potential Future Payouts Under
Shareholder Value Incentive Plan
-------------------------------------------------------
Performance or
Number of Other Period
Shares, Units or Until Threshold Target Maximum
Other Rights (1) Maturation or ($) ($) ($)
Payout
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Leonard H. Lavin 500 3 years $250,000 $500,000 $1,500,000
- ----------------------------------------------------------------------------------------------------------------------------------
Bernice E. Lavin 150 3 years $ 75,000 $150,000 $ 450,000
- ----------------------------------------------------------------------------------------------------------------------------------
Howard B. Bernick 325 3 years $162,500 $325,000 $ 975,000
- ----------------------------------------------------------------------------------------------------------------------------------
Carol L. Bernick 145 3 years $ 72,500 $145,000 $ 435,000
- ----------------------------------------------------------------------------------------------------------------------------------
Michael H. Renzulli 140 3 years $ 70,000 $140,000 $ 420,000
==================================================================================================================================
<FN>
(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 1996 for the three-year performance period of
October 1, 1995 through September 30, 1998. 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. In the event of a change in control of the Company, as defined in
the SVIP, all or a pro-rata portion, based on the amount of the
performance period then elapsed, of the outstanding performance units will
become payable as set forth in the plan.
</FN>
</TABLE>
Deferred Compensation Agreements and Change-in-Control Arrangements
The board of directors approved severance agreements with the Company's
officers, including the officers named in the Summary Compensation Table on page
7 (the "named executive officers"). The severance agreements for named executive
officers provide for payments in the amount of 2.99 times their annual
compensation (salary plus bonus) and continuation of health and similar benefits
for a three-year period if such officer's employment with the Company terminates
under the circumstances set forth in the severance agreement within two years
after a change of control. These agreements also provide for payment to the
named executive officer of accrued salary and vacation pay, and of all amounts
which he or she would be eligible to receive under the Company's incentive plans
applicable to the fiscal year in
11
<PAGE>
which the termination occurs. The amounts payable to such an officer under the
severance agreements may be reduced so as to not exceed the limitation set forth
in Section 280G of the Internal Revenue Code.
Under amendments to the Company's incentive plans approved by the board of
directors, the vesting of stock option awards granted to named executive
officers under the Employee Stock Option Plan of 1988 will be accelerated, or
all outstanding stock option awards will be cancelled and option holders will
receive a cash payment in lieu of the exercise of such option awards, upon the
occurrence of a change in control as provided in the plan. In addition, the
payment of awards granted under the 1994 Management Incentive Plan and the 1994
Shareholder Value Incentive Plan will be accelerated, and all or a pro-rata
portion of such awards will become payable, upon the occurrence of a
change-in-control, as provided in such plans.
Compensation Committee Report
The compensation committee of the board of directors is comprised of
William W. Wirtz, Chairman, A. Robert Abboud, Robert P. Gwinn, Robert H. Rock,
and Harold M. Visotsky. The compensation committee is responsible for reviewing
executive performance and compensation, and administering benefit plans pursuant
to which executive officers receive stock options and other incentive awards.
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 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. The compensation committee exercises
its judgment in making a determination of the impact which these factors have on
setting the executive officers' salaries, and in this connection, the committee
considers the recommendations of management. Mr. Lavin elected not to accept an
increase in base salary that was proposed by the committee.
12
<PAGE>
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 1996. 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, and the achievement of their
individual business objectives, if applicable.
In December, 1996, the MIP was amended to permit the Committee to increase
or decrease annual bonuses paid under the MIP to executive officers, other than
the Chief Executive Officer,and the four other most highly compensated executive
officers of the Company, as the Committee, in its discretion, determines based
on factors and circumstances that the Committee deems appropriate. In addition,
in recognition of his individual performance, the Committee awarded Mr. Renzulli
a special bonus for the last fiscal year which was in addition to the bonus
which he earned under the MIP.
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 for a term of ten years with
an option price equal to the fair market value of the Class A common stock on
the date of grant. 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, 1995 through September 30, 1998, 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.
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. In making its
determination as to grants, the committee does not consider an executive
officer's previous stock option grants, prior SVIP grants or other Company stock
13
<PAGE>
holdings. Since the adoption of the ACSOP, Leonard H. Lavin and Bernice E. Lavin
have elected not to receive stock options under the plan.
Chief Executive Officer Compensation
In fiscal year 1996, the compensation committee increased Mr. Bernick's
base salary to take into account Mr. Bernick's duties and responsibilities, his
performance during the previous fiscal year, and the performance of the Company.
In addition, Mr. Bernick was awarded stock options under the ACSOP and
performance units under the SVIP using the same formula as used 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
continued contribution toward the financial and nonfinancial success of the
Company, including a record year for sales and pre-tax earnings for the Company,
and the successful acquisition of St. Ives Laboratories, Inc. during the fiscal
year. Mr. Bernick's bonus for fiscal year 1996 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.
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 the four other most highly compensated officers
of the Company. Under Section 162(m), compensation paid to each of these
officers in excess of $1.0 million per year is deductible by the Company only if
it is "performance-based."
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 non-qualified stock options granted under the ACSOP will be
deductible by the Company.
Compensation Committee Members
William W. Wirtz, Chairman
A. Robert Abboud
Robert P. Gwinn
Robert H. Rock
Harold M. Visotsky
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., Helen of Troy Corp., Tambrands Inc., Tandy Corp. and Windmere Corp. The
Company has eliminated Helene Curtis Industries, Inc. and St. Ives Laboratories,
Inc. from its peer group since these companies have been acquired during the
last fiscal year by Unilever N.V. and the Company, respectively, and are no
longer publicly traded entities. In addition, the Company has eliminated The
Dial Corp. from its peer group because it was split into two separate companies
during the last fiscal year. 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 at the beginning of the
fiscal year. The graph assumes $100 was invested on September 30, 1991 and that
all dividends were reinvested.
[Performance Graph]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Alberto-Culver Class A $117 96 121 145 202
Alberto-Culver Class B 103 98 103 136 195
S & P 500 Index 111 125 130 169 203
Peer Group 107 102 107 140 135
</TABLE>
15
<PAGE>
Principal Stockholders
The table below contains information as of November 30, 1996 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>
<CAPTION>
Shares Owned Beneficially
Name and Address on November 30,1996 (1)(2) Percent of Class
- ---------------- -------------------------- ----------------
<S> <C> <C> <C>
Leonard H. Lavin Class A 278,044 (3) 2.51%
2525 Armitage Avenue Class B 3,176,468 (3) 18.95%
Melrose Park, IL 60160
Bernice E. Lavin Class A 267,340 (4) 2.41%
2525 Armitage Avenue Class B 3,142,258 (4) 18.74%
Melrose Park, IL 60160
Carol L. Bernick Class A 252,504 (5) 2.24%
2525 Armitage Avenue Class B 1,144,578 (5) 6.83%
Melrose Park, IL 60160
William W. Wirtz Class A 294,750 (6) 2.66%
680 North Lake Shore Drive Class B 897,000 (6) 5.35%
Chicago, IL 60611
FMR Corp. Class A 1,166,195 (7) 10.05%
82 Devonshire Street Class B 72,466 (7) (8)
Boston, MA 02109
NewSouth Capital Management, Inc. Class A 848,112 (9) 7.66%
1000 Ridgeway Loop Road, Suite 233
Memphis, TN 38120
<FN>
(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: 2,130,461 Class B shares held as co-trustee with Mrs. Bernick
of two grantor annuity trusts 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: 217,240 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 2,130,461 Class B shares held as co-trustee with Mrs.
Bernick of two grantor annuity trusts for the benefit of Mrs. Lavin; and
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. Does not
include: 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: 176,266 Class A shares subject to employee stock options
exercisable currently or within 60 days. Also includes: 609,470 Class B
shares held as co-trustee of grantor annuity trusts for the benefit of
Mrs. Bernick's siblings; 305,004 Class B shares held as co-trustee of a
grantor annuity trust for the benefit of Mrs. Bernick; and 50,000 Class B
shares held as trustee of an insurance trust for the benefit of Mr. and
Mrs. Lavin's children and grandchildren. Does not include: 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; an aggregate of 2,130,461
Class B shares held as co-trustee with Mrs. Lavin of two grantor annuity
trusts for the benefit of Mrs. Lavin; an aggregate of 2,130,461 Class B
shares held as co-trustee with Mr. Lavin of two grantor annuity trusts
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: 3,750 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: 833,265 Class A shares and 56,078 Class B shares beneficially
owned by Fidelity Management & Research Company, an affiliate of FMR
Corp., as a result of its serving as investment adviser to various
investment companies registered under Section 8 of the Investment Company
Act of 1940 and serving as investment adviser to certain other funds
which are generally offered to limited groups of investors; 331,730 Class
A shares and 16,388 Class B shares beneficially owned by Fidelity
Management Trust Company, an affiliate of FMR Corp., as a result of its
serving as trustee or managing agent for various private investment
accounts, primarily employee benefit plans, and serving as investment
adviser to certain other funds which are generally offered to limited
groups of investors; and 1,200 Class A shares beneficially owned by
Fidelity International Limited, an affiliate of FMR Corp., as a result of
its serving as investment adviser to various non-U.S. investment
companies. The number of Class A shares beneficially owned by Fidelity
Management & Research Company includes 423,165 shares as a result of the
assumed conversion of convertible debentures of the Company. The number
of Class A shares beneficially owned by Fidelity Management Trust Company
includes 101,930 shares as a result of the assumed conversion of
convertible debentures of the Company. FMR Corp. has sole voting power
with respect to 285,230 Class A shares 16,388 and Class B shares and sole
dispositive power with respect to 1,164,995 Class A shares and 72,466
Class B shares. Fidelity International Limited has sole voting and
dispositive power with respect to all the shares it beneficially owns.
17
<PAGE>
(8) Less than 1.0% of the outstanding shares.
(9) Includes 41,500 Class A shares as to which NewSouth Capital Management,
Inc. has shared investment power.
</FN>
</TABLE>
Certain Business Relationships
During the last fiscal year, the Company paid fees of approximately
$8,000 for legal services performed by the law firm of Katten Muchin & Zavis, of
which Allan B. Muchin is a senior partner. The Company has retained the firm to
perform legal services during the current fiscal year.
Proposal to Increase the Company's Authorized Shares of Class A and Class B
Common Stock
The board of directors has declared advisable and has unanimously
recommended the adoption by the stockholders of the following resolution to
amend the Company's Restated Certificate of Incorporation, which would increase
the number of authorized shares of both the Class A common stock and the Class B
common stock (collectively, "Common Stock") from 25,000,000 to 75,000,000:
RESOLVED, that in order to increase the number of shares of Class A
common stock and Class B common stock which the Company is authorized to
issue, the first paragraph of Section 4 of the Restated Certificate of
Incorporation of the Company is hereby amended to read as follows:
4. The total number of shares which the Corporation shall have
authority to issue is One Hundred Fifty Million (150,000,000), par
value $0.22 per share, Seventy-Five Million (75,000,000) of which
shall be "Class A Common Stock" and Seventy-Five Million (75,000,000)
of which shall be "Class B Common Stock." The Class A Common Stock
and the Class B Common Stock are hereinafter sometimes called
collectively the "Common Stock."
The Company at present has authorized capital stock of 50,000,000 shares
of Common Stock, $0.22 par value per share, consisting of 25,000,000 Class A
shares and 25,000,000 Class B shares. On November 25, 1996, 27,841,134 shares of
Common Stock were outstanding, of which 11,074,894 shares were Class A Common
Stock and 16,766,240 shares were Class B Common Stock, and only 13,925,106
shares of Class A Common Stock and 8,233,760 shares of Class B Common Stock
remain available for issuance. On such date, 2,187,730 Class A shares and
4,178,184 Class B shares were held in the Company's treasury, and 5,000,549
Class A shares were reserved for issuance upon exercise of outstanding stock
options and conversion of debentures. Consequently, under certain circumstances,
the Company may not be able to issue new Common Stock if the need should arise
for stock dividends, future acquisitions, financing transactions, or for other
corporate purposes without first obtaining approval of stockholders at a special
meeting. The proposed increased authorization of additional shares of Common
Stock will afford the Company the necessary flexibility to take advantage of
business and financial opportunities in the event that stock is required to be
issued in a transaction without the delay and expense of a special meeting of
the stockholders to approve the authorization of additional stock.
18
<PAGE>
The additional shares of Common Stock which would be authorized by the
proposed amendment would have the same rights and privileges as the shares of
Common Stock currently authorized and issued. Except for certain transactions
involving the issuance of stock for which the New York Stock Exchange rules
require prior stockholder approval in order to list or maintain a listing of
such stock on the Exchange, and except for certain transactions requiring
stockholder approval under the General Corporation Law of Delaware, the board of
directors may approve the issuance of previously authorized shares of Common
Stock at such times and to such persons and for such legal consideration as it
may determine to be in the best interest of the Company and its stockholders
without prior approval of or ratification by the stockholders. Stockholders have
no preemptive rights to purchase any stock of the Company, and may not cumulate
votes in the election of directors. The additional shares might be issued at
such times and under such circumstances as to have a dilutive effect on earnings
per share and on the equity ownership of the present holders of common stock.
While no decisions have been made by the board of directors to do so,
having the additional 50,000,000 shares each of Class A and Class B common stock
would allow the board of directors to effect a 100% stock dividend on both
classes of common stock.
While the increase in authorized shares of Class A and Class B common
stock is not being proposed for this reason, the availability of the additional
shares could enhance the board of directors' bargaining capability on behalf of
the Company's stockholders in a takeover situation. The additional shares could
also be used to render more difficult or discourage a merger, tender offer or
proxy contest, the assumption of control by a holder of a large block of the
Company's securities, or the removal of incumbent management, even if such a
transaction were favored by the holder of the requisite number of shares, by
increasing the aggregate outstanding shares, and thus, the number of shares
required to accomplish such a transaction. The Company's Restated Certificate of
Incorporation contains other provisions which could deter or delay a change in
control of the Company. Such provisions include the following: two classes of
common stock, with shares of one class (a majority of which is held by executive
officers and directors of the Company) having ten times the voting power of
shares of the other class; a requirement that the number of directors, as fixed
by the By-Laws of the Company, may not be changed except by a 75% vote of
stockholders or by a two-thirds vote of directors then in office, and a
provision for classification of the board of directors into three classes; a
requirement that the affirmative vote of 75% of the outstanding voting stock is
necessary for a merger or consolidation of the Company or any of its
subsidiaries with, or sales of assets to, or issuance or delivery of its shares
to, any other corporation, person or entity which owns or controls 5% or more of
the Company's outstanding voting shares, unless the transaction has been
approved by the Company's board of directors prior to the acquisition of such
ownership or control; and a prohibition of the written consent procedure
otherwise available under the General Corporation Law of Delaware for an action
of stockholders.
The board of directors recommends approval of the proposed amendment by
the stockholders. The affirmative vote of a majority of the voting power of all
shares entitled to vote is necessary to adopt the proposed amendment. In
addition, the affirmative vote of a majority of the shares of Class A common
stock entitled to vote is necessary to approve the increase in Class A common
stock, and the affirmative vote of a majority of the shares of Class B common
stock entitled to vote is necessary to approve the increase in Class B common
stock. Unless otherwise indicated, signed proxies which are returned in a timely
manner will be voted in favor of the amendment.
19
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "Act") requires
the Company's executive 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 1996 all filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with except that Mr. Thomas J.
Pallone, an executive officer of the Company, reported on a Form 5 an option
exercise and sale that were required to be reported earlier on a Form 4.
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, 1997. 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 be 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 1997 proxy materials is August 13, 1997.
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
20
<PAGE>
P ALBERTO-CULVER COMPANY
R
O Annual Meeting, January 23, 1997
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 23, 1997, 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, AND "FOR" THE AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
21
<PAGE>
[BLACK AND WHITE PHOTOGRAPH OF ALBERTO VO5 HAIRDRESSING AND BOX]
The Market Leader for 40 years.
This year once again, Alberto VO5 Hairdressing maintained market leadership in
its category by a wide margin. New advertising featuring Heloise, the nationally
known household hints author and columnist, chatting about additional ways this
wonder product can be used as a personal care and household product, adds a new
dimension to this popular brand.
In 1955, Leonard Lavin the Chairman of Alberto-Culver bought a small West Coast
line of professional beauty products and discontinued all of the products but
one -- Alberto VO5 Hairdressing. The product had originally been developed for
the Hollywood studios to keep hair bright and healthy-looking under the hot
lights and was just beginning to gain a consumer following.
That single product became the foundation for today's Alberto-Culver Company.
Backed by innovative advertising and consumer promotion, the brand quickly moved
to number one in its category and has never relinquished the position.
Please mark
votes as in
this example
The board of directors recommends a vote FOR the nominees for director listed
below, and FOR the proposed amendment to increase the Company's authorized
shares.
1. Election of Directors.
Nominees: Carol L. Bernick, Leonard H. Lavin, A. Robert Abboud and
Robert H. Rock, D.B.A.
FOR WITHHELD For all nominees except as noted above
2. Amendment to the Company's Restated Certificate of Incorporation to increase
the number of authorized shares of Class A and Class B common stock.
FOR AGAINST ABSTAIN
3. 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 AT LEFT
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>
