Accession Number: 0000003327-96-000003
As filed with the Securities and Exchange Commission on January 31, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
---------------------
ALBERTO-CULVER COMPANY
(exact name of registrant as specified in its charter)
Delaware 36-2257936
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2525 Armitage Avenue
Melrose Park, Illinois 60160
Phone: 708/450-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Raymond W. Gass Bell, Boyd & Lloyd
Vice President and General Counsel Three First National Plaza
Alberto-Culver Company Chicago, Illinois 60602-4207
2525 Armitage Avenue Attention: J. Craig Walker
Melrose Park, Illinois 60160
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
-----------------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ X ]
-----------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of each class Amount maximum maximum
of securities to be offering price aggregate Amount of
to be registered Registered per unit (1) offering price registration fee
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.22
per share 380,276 shares $33.625 $12,786,781 $4,409.27
===================================== =============== ================ =============== ==================
<FN>
(1)Calculated in accordance with Rule 457(c) on the basis of the average
of the high and low sale prices of the registrant's Class A Common Stock
on January 30, 1996, as reported on the New York Stock Exchange Composite
Tape.
</FN>
</TABLE>
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
<TABLE>
ALBERTO-CULVER COMPANY
CROSS-REFERENCE SHEET
<CAPTION>
Showing Location in Prospectus of Information
Required by Items on Form S-3
Item Number and Caption Page or Caption in Prospectus
<S> <C> <C>
1. Forepart of the Registration Statement and Cover Page of Prospectus
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Available Information, Documents
Prospectus Incorporated by Reference
3. Summary Information, Risk Factors and Ratio *
of Earnings to Fixed Charges
4. Use of Proceeds *
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders Selling Stockholder
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered *
10. Interests of Named Experts and Counsel *
11. Material Changes *
12. Incorporation of Certain Information by Documents Incorporated by Reference
Reference
13. Disclosure of Commission Position on *
Indemnification for Securities Act Liabilities
<FN>
- -------------------
* Not applicable.
</FN>
</TABLE>
<PAGE>
Subject to Completion
Preliminary Prospectus Dated January 31, 1996
PROSPECTUS
ALBERTO-CULVER COMPANY
2525 Armitage Avenue
Melrose Park, Illinois 60160
708/450-3000
-------------
380,276 Shares
Class A Common Stock
$.22 par value
------------------
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 January 30, 1996,
as reported on the New York Stock Exchange Composite Tape, was $332.
------------------
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.
---------------------
The date of this prospectus is [_______ __],
1996.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>
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 75 Park Place, New York, New York 10007. 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
<PAGE>
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
or about February 6, 1996, the Company expects to acquire 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 officers are located at 2525 Armitage
Avenue, Melrose Park, Illinois 60160; telephone 708/450-3000.
<PAGE>
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)
represent all of the shares of Class A Common Stock held directly 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 own directly or 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, of which
Mr. Lavin is a director and President, 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 the 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
Shares, all of which are to be paid by the Selling Stockholder, are estimated to
be as follows:
Registration statement filing fee............................. $ 4,409
Legal fees and expenses....................................... 5,000
Accounting fees............................................... 1,500
Miscellaneous................................................. 1,091
---------
Total......................................................... $ 12,000
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VIII of the registrant's by-laws (I) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to specified circumstances, (iii) gives the Indemnitees the
right to bring suit against the registrant to enforce the foregoing rights to
indemnification and advancement of expenses, and (iv) authorizes the registrant
to maintain certain policies of insurance to protect itself and any of its
directors, officers or employees. The registrant currently maintains policies of
insurance under which the directors and officers of registrant are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.
Item 16. Exhibits.
The exhibits to this registration statement are listed in the Exhibit
Index hereto, which is incorporated herein by reference.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act
of 1933;
<PAGE>
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which,individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by the those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) - (h) Not applicable.
(i) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding and excluding any payments by the insurer under the insurance
policy referred to in Item 15) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
<TABLE>
ALBERTO-CULVER COMPANY
INDEX TO EXHIBITS
<CAPTION>
Sequential
Number and Description of Exhibit Page Number*
<S> <C> <C>
1. Inapplicable..........................................................
2. Inapplicable .........................................................
4.1 Articles 4 and 8 through 15 of registrant's Restated Certificate of
Incorporation, as amended (Exhibit 3(a) to registrant's annual report
on Form 10-K for the year ended September 30, 1988 and Exhibit 3(a)(1)
to registrant's quarterly report on Form 10-Q for the quarter ended
December 31, 1989**).........................................
4.2 Articles I, VI and VII of registrant's by-laws (Exhibit 3(b)(1) to
registrant's quarterly report on Form 10-Q for the quarter ended
December 31, 1989**)....... ...........................................
4.3 Specimen certificate for Class A Common Stock of registrant
(Exhibit 1 to registrant's registration statement on Form 8-A
dated April 16, 1986**). ............................................
5. Opinion of Raymond W. Gass, Esq., including consent....................
8. Inapplicable...........................................................
12. Inapplicable...........................................................
15. Inapplicable...........................................................
23.1 Consent of KPMG Peat Marwick LLP.......................................
23.2 Consent of Raymond W. Gass, Esq. (Included in Exhibit 5)...............
24. Inapplicable...........................................................
25. Inapplicable...........................................................
26. Inapplicable...........................................................
27. Inapplicable...........................................................
28. None...................................................................
99. Inapplicable...........................................................
<FN>
- --------------------
* This information appears only in the manually signed original of the registration statement.
** Incorporated by reference.
</FN>
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Melrose Park, Illinois on January 29, 1996.
ALBERTO-CULVER COMPANY
By: /s/ Howard B. Bernick
------------------------------------------
Howard B. Bernick
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
Signature Title Date
<S> <C> <C> <C>
/s/ Leonard H. Lavin Chairman of the Board and Director January 29, 1996
------------------------------
Leonard H. Lavin
/s/ Howard B. Bernick President, Chief Executive Officer and January 29, 1996
------------------------------
Howard B. Bernick Director
/s/ Bernice E. Lavin Vice Chairman, Secretary, Treasurer and January 29, 1996
------------------------------
Bernice E. Lavin Director
/s/ Carol L. Bernick Executive Vice President, Assistant January 29, 1996
------------------------------
Carol L. Bernick Secretary and Director
/s/ William J. Cernugel Senior Vice President, Finance & January 29, 1996
------------------------------
William J. Cernugel Controller (Principal Financial &
Accounting Officer)
------------------------------ Director ___________, 1996
A. Robert Abboud
------------------------------ Director ___________, 1996
A.G. Atwater, Jr.
/s/ Robert P. Gwinn Director January 29, 1996
------------------------------
Robert P. Gwinn
------------------------------ Director ___________, 1996
Leander W. Jennings
------------------------------ Director ___________, 1996
Allan B. Muchin
------------------------------ Director ___________, 1996
Robert H. Rock
/s/ Harold M. Visotsky, M.D. Director January 29, 1996
-------------------------------
Harold M. Visotsky, M.D.
/s/ William W. Wirtz Director January 29, 1996
-----------------------------
William W. Wirtz
</TABLE>
EXHIBIT 5
January 31, 1996
Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160
Ladies and Gentlemen:
Registration Statement on Form S-3
I have represented Alberto-Culver Company, a Delaware corporation (the
"Company"), in connection with a registration statement on Form S-3 (the
"registration statement") filed under the Securities Act of 1933 for the purpose
of registering under that Act 380,276 shares of Class-A Common Stock, $.22 par
value (the "Shares"), which may be offered and sold from time to time for the
account of Leonard H. Lavin. In this connection, I have examined originals or
copies certified or otherwise identified to my satisfaction of such documents,
corporate and other records, certificates and other papers as I deemed it
necessary to examine for the purpose of this opinion.
Based on such examination, it is my opinion that the Shares covered by
the registration statement constitute legally issued, fully paid and
non-assessable shares of common stock of the Company.
I consent to the filing of this opinion as an exhibit to the
registration statement. In giving this consent I do not admit that I am within
the category of persons whose consent is required by Section-7 of the
Securities Act of 1933.
Very truly yours,
/s/ Raymond W. Gass
Raymond W. Gass, Esq.
EXHIBIT 23.1
January 31, 1996
The Board of Directors
Alberto-Culver Company:
We consent to the use of our reports, incorporated herein by reference,
dated October 30, 1995, with respect to the consolidated financial statements of
Alberto-Culver Company as of September 30, 1995 and 1994 and for each of the
years in the three-year period ended September 30, 1995 and the related
financial statement schedule and to the reference to our firms under the
heading 'Experts'.
Chicago, Illinois
January 31, 1995
