SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ALBERTO-CULVER COMPANY
(Name of Issuer)
CLASS A COMMON STOCK, $.22 PAR VALUE PER SHARE
(Title of Class of Securities)
013068200
(CUSIP Number)
Marshall E. Eisenberg (312) 269-8020 Howard B. Bernick (708) 450-3400
NEAL, GERBER & EISENBERG 2525 Armitage Avenue
Two North LaSalle Street, Suite 2200 Melrose Park, Illinois 60160
Chicago, Illinois 60602
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Note: Six copies of this Statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP NO. 013068200 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HOWARD B. BERNICK
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not applicable. (See Item 3 below.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,076,783**
NUMBER
OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 93,960**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,076,783**
PERSON
WITH 10 SHARED DISPOSITIVE POWER
93,960**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,170,743**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
X
Excluded are 1,147,696 Class A shares (including immediately
exercisable options to acquire 343,172 Class A shares)and 4,244,716
Class B shares (including 8,010 Class B shares held as a participant
in the Alberto-Culver Company Employees' Profit Sharing Plan (the
"Profit Sharing Plan")) which are held by the Reporting Person's
spouse either directly or as trustee or co-trustee of trusts. The
Reporting Person disclaims beneficial ownership of such shares.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
5.02%**
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares of Class B Common Stock, $.22 par value per
share ("Class B shares"), which are immediately convertible at
the holder's option on a share for share basis into Class A
shares and also includes options which are exercisable
currently or within 60 days to acquire Class A shares.
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CUSIP NO. 013068200 13D Page 3 of 5 Pages
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Item 1. Security and Issuer.
Title of Class of Securities: Class A Common Stock,$.22 par value per share
(the "Class A shares")
Name and Address of Issuer: Alberto-Culver Company (the "Company")
2525 Armitage Avenue
Melrose Park, IL 60160
Item 2. Identity and Background.
(a) Name of Person Filing: Howard B. Bernick ("Bernick")
(b) Address: 2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business: Bernick, an individual, is a Director and
President and Chief Executive Officer of the
Company.
(d) Prior Criminal Convictions: None
(e) Prior Civil Proceedings With
Respect to Federal or State
Securities Laws: None
(f) Place of Organization: U.S. Citizen
Item 3. Source and Amount of Funds or Other Consideration.
On July 10, 1997, Carol L. Bernick (Bernick's spouse), individually,
transferred by gift 43,960 Class B shares to the Carol L. Bernick
Investment Trust, u/a/d July 7, 1997, fbo her children (the "Investment
Trust"), of which trust Bernick is one of three co-trustees.
Item 4. Purpose of Transaction.
Transfer of securities was for the Bernick family's estate planning
rather than corporate purposes. The transfer was not undertaken for
purposes of effecting any of the actions listed in this item.
Item 5. Interest in Securities of the Issuer.
(a) (i) Amount of Class A Shares Beneficially Owned:
1,170,743 shares total: 465,700 Class A shares
(includes 105,700 shares subject to immediately
exercisable options) and 600,000 Class B shares held
directly; 50,000 Class A shares held by the Howard
and Carol Bernick Family Foundation (a charitable
foundation); 11,083 Class B shares held in the
Reporting Person's Profit Sharing Plan account and
43,960 Class B shares held as co-trustee of the
Investment Trust.
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CUSIP NO. 013068200 13D Page 4 of 5 Pages
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(ii) Percentage of Class A Shares Beneficially Owned: 5.02% total: 4.58%
directly; .22% by the Howard and Carol Bernick Family Foundation; .05% as
a participant in the Profit Sharing Plan and .19% as co-trustee of the
Investment Trust (based on 22,582,462 Class A shares outstanding as of
July 10, 1997).**
** Pursuant to Rule 13d-3(d)(1)(i) of the Securities
Exchange Act of 1934, as amended, these calculations
assume that all Class B shares beneficially owned by
Bernick have been converted into Class A shares and
that all options held by Bernick which are either
exercisable currently or within 60 days have been
exercised.
(b) Number of Shares as to Which Such Person Has:
(i) Sole power to vote: 1,076,783
(ii) Shared power to vote: 93,960(1)
(iii) Sole power to dispose: 1,076,783
(iv) Shared power to dispose 93,960(1)
An additional 1,147,696 Class A shares (including 343,172 subject to
immediately exercisable stock options) and 4,244,716 Class B shares
(including 8,010 Class B shares held as a participant in the Profit
Sharing Plan) are held by the Reporting Person's spouse either directly
or as trustee or co-trustee of trusts. The Reporting Person disclaims
beneficial ownership of such shares and they are not included above.
(1) Bernick, in his capacity as co-trustee of the Investment Trust, shares the
power to vote and dispose of 43,960 Class B shares held by the Investment
Trust with Marshall E. Eisenberg and Rachel Nisker and Bernick shares the
power to vote and dispose of 50,000 Class A shares held by the Howard and
Carol Bernick Family Foundation with Carol L. Bernick. Certain information
regarding Mr. Eisenberg, Ms. Nisker and Mrs. Bernick is presented below:
(i) Name of Person: (1) Marshall E. Eisenberg
(2) Rachel Nisker
(3) Carol L. Bernick
(ii) Address: (1) Neal, Gerber & Eisenberg
Two North LaSalle St., Suite 2200
Chicago, Illinois 60602
(2) 65 Strathearn Road
Toronto, Ontario, Canada
M6C1R5
(3) 2525 Armitage Avenue
Melrose Park, Illinois 60160
(iii) Principal (1) Marshall E. Eisenberg, an individual,
Business: is an attorney and a partner in the
law firm, Neal, Gerber & Eisenberg,
Chicago, Illinois.
(2) Rachel Nisker, an individual, is
unemployed.
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CUSIP NO. 013068200 13D Page 5 of 5 Pages
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(3) Carol L. Bernick, an individual,is
a Director and Executive Vice
President and Assistant Secretary
of the Company and President of
Alberto-Culver USA, Inc., a
subsidiary of the Company.
(iv) Prior Criminal
Convictions: (1-3) None.
(v) Prior Civil
Proceedings With
Respect to Federal
or State Securities
Laws: (1-3) None.
(vi) Place of Organization: (1) U.S. Citizen.
(2) Canadian Citizen.
(3) U.S. Citizen.
(c) None, except as described in Item 3 above.
(d) None, except as described in footnote 1.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 17, 1997
Signature: /s/ Howard B. Bernick
Name/Title: Howard B. Bernick, individually, and
as co-trustee of a trust for the benefit
of his children.
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