PROSPECTUS
ALBERTO-CULVER COMPANY
2525 Armitage Avenue
Melrose Park, Illinois 60160
708/450-3000
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380,276 Shares
Class A Common Stock
$.22 par value
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This prospectus relates to up to 380,276 shares ("Shares") of Class A
Common Stock, $.22 par value ("Class A Common Stock"), of Alberto-Culver Company
(together with its subsidiaries, the "Company") which may be offered and sold
from time to time for the account of Leonard H. Lavin, Chairman of the Company
(the "Selling Stockholder"). The Company will receive no part of the proceeds of
any sales of the Shares.
The distribution of the Shares by the Selling Stockholder may be
effected from time to time in one or more transactions on the New York Stock
Exchange (which may involve crosses or block transactions), in special
offerings, in negotiated transactions or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholder may engage one or more brokers to act
as principal or agent in making sales, who may receive discounts or commissions
from the Selling Stockholder in amounts to be negotiated. The Selling
Stockholder and any such brokers may be deemed "underwriters" under the
Securities Act of 1933 of the Shares sold.
The closing sale price of the Class A Common Stock on February 6, 1996,
as reported on the New York Stock Exchange Composite Tape, was $33.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this prospectus is February 7,
1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
and information statements and other information with the Securities and
Exchange Commission. Such materials can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its regional offices located at
Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661
and 7 World Trade Center, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Such materials also
can be inspected at the offices of The New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
The Company has filed with the Securities and Exchange Commission a
registration statement on Form S-3 under the Securities Act of 1933. This
prospectus does not contain all the information set forth in the registration
statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission.
The Company will provide without charge to each person to whom this
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference into this prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that this prospectus incorporates). Such written or oral request
should be directed to Alberto-Culver Company, 2525 Armitage Avenue, Melrose
Park, Illinois 60160, Attention: Secretary; telephone 708/450-3000.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Securities and Exchange Commission are incorporated herein by reference:
(1) The Company's annual report on Form 10-K for the year
ended September 30, 1995.
(2) The description of the Company's Class A Common Stock
which is contained in the Company's registration statement on Form 8-A
dated May 5, 1986.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and prior to the termination of the offering of the Shares offered
hereby shall be deemed to be incorporated in this prospectus by reference and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
No person has been authorized to give any information or to make any
representations not contained in this prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Stockholder. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered to any person in any jurisdiction where
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such offer would be unlawful. The delivery of the prospectus or any sale of the
Shares hereby does not imply that there has been no change in the Company's
affairs since the date hereof.
THE COMPANY
The principal business of Alberto-Culver Company and its consolidated
subsidiaries (herein referred to collectively as the "Company," unless indicated
otherwise) is developing, manufacturing, distributing and marketing hair care
and other branded consumer products.
The Company also is the world's largest specialty distributor of
professional beauty and barber products, through its Sally Beauty Company
subsidiary's 1,494 stores (as of September 30, 1995) in the United States,
United Kingdom and Japan.
The Company's major personal care products in the United States include
Alberto VO5 shampoos and conditioners, Alberto VO5 conditioning hairdressing,
Alberto VO5 Hot Oil treatment, the TRESemme line of hair care products, Consort
hair sprays, FDS feminine deodorant sprays and the TCB line of hair care
products for the ethnic market. Other branded consumer products include food and
grocery products, such as Mrs. Dash salt-free seasonings, Molly McButter dairy
sprinkles, SugarTwin sugar substitute and Static Guard anti-static spray.
The Company's products are sold in more than 100 countries. Through its
Cederroth International subsidiary headquartered in Sweden, the Company
manufactures and sells health, hygiene and personal care products throughout
Sweden, Finland, Norway, Denmark and in Spain and Italy. Major products include
Salvekvick bandages, Alberto VO5 shampoos and conditioners, Samarin antacids and
Seltin salt substitute. In April 1995, Cederroth acquired the Toiletries
Division of Molnlycke AB, which includes consumer products such as Bliw liquid
soaps, Date anti-perspirants and cologne for women, Family Fresh shampoo and
shower products, Suketter artificial sweetener and Hermanent home permanents. On
February 6, 1996, the Company acquired all the stock of St. Ives Laboratories,
Inc., which develops, manufactures and markets personal care products under its
SWISS FORMULA brand and manufactures custom label products for sale by other
companies.
Other major international markets include Canada, Mexico, Puerto Rico,
Australia, Italy and New Zealand.
The Company's principal executive offices are located at 2525 Armitage
Avenue, Melrose Park, Illinois 60160; telephone 708/450-3000.
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SELLING STOCKHOLDER
The Selling Stockholder is Leonard H. Lavin, founder, Chairman of the
Board and a director of the Company. The 380,276 shares of Class A Common Stock
covered by this prospectus (3.45% of the outstanding Class A Common Stock) are
held by Mr. Lavin as trustee of the Leonard H. Lavin Trust, u/a/d 12/18/87, fbo
Leonard H. Lavin, a revocable living trust, and represent all of the shares of
Class A Common Stock held directly or indirectly by Mr. Lavin. This number does
not include 267,340 and 278,044 shares (2.43% and 2.52%, respectively) of the
Class A Common Stock held respectively by (i) trusts of which Mr. Lavin's wife,
Bernice E. Lavin, Vice Chairman, Secretary and Treasurer and a director of the
Company, is a trustee or co-trustee, and (ii) Lavin Family Foundation, of which
Mr. Lavin is a director and President. Mr. Lavin and Mrs. Lavin also hold as
trustees or co-trustees of various trusts an aggregate of 3,476,604 shares and
3,451,344 shares, respectively, of the Company's outstanding Class B Common
Stock and Lavin Family Foundation owns 12,000 shares of Class B Common Stock.
The Class B Common Stock is convertible at the option of the holder on a
share-for-share basis into shares of Class A Common Stock.
PLAN OF DISTRIBUTION
The Shares covered by this prospectus may be offered for sale by the
Selling Stockholder through Goldman, Sachs & Co. acting as broker-dealer, agent
or principal. Such sales may be effected from time to time in one or more
transactions on the New York Stock Exchange (which may involve crosses or block
transactions), in special offerings, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Goldman, Sachs & Co. may
purchase Shares for its own account and resell them in the above-described
manner. Goldman, Sachs & Co. will be entitled to receive a negotiated commission
per share on its sales of the Shares, and, if purchased for its own account, a
discount or concession from the market price prevailing at the time of sale.
Goldman, Sachs & Co. may be deemed to be an underwriter, and profits,
commissions, and discounts on sales made by Goldman, Sachs & Co. may be deemed
to be underwrting compensation, within the meaning of the Securities Act of
1933. The Selling Stockholder has agreed to indemnify Goldman, Sachs & Co.
against certain liabilities, including liabilities under the Securities Act of
1933.
EXPERTS
The financial statements and schedule of the Company as of September
30, 1995 and 1994, and for each of the years in the three-year period ended
September 30, 1995, have been incorporated by reference herein in reliance upon
the reports of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
