SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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 Carol L. Bernick (708) 450-3051
NEAL, GERBER & EISENBERG 2525 Armitage Avenue
Two North LaSalle Street, Suite 2200 Melrose Park, Illinois 60160
Chicago, Illinois 60602
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 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 .
Check the following box if a fee is being paid with the statement . (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this Statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange 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
CAROL L. BERNICK
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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7 SOLE VOTING POWER
NUMBER 1,528,198**
OF SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,049,708**
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,528,198**
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10 SHARED DISPOSITIVE POWER
1,049,708**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,577,906**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
X
Excluded are 232,850 Class A shares (including immediately exercisable
options to acquire 52,850 Class A shares) and 300,000 Class B shares held
directly by Bernick's spouse. Bernick disclaims beneficial ownership of
such shares.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
19.34%**
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14 TYPE OF REPORTING PERSON *
IN
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* 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.
<PAGE>
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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: Carol L. Bernick ("Bernick")
(b) Address: 2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business: 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.
(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 January 23, 1997, Bernick, as co-trustee of the LHL January 1995
Grantor Annuity Trust, u/a/d 1/3/95, fbo Leonard H. Lavin, Bernick's
father ("Mr. Lavin"), transferred 109,030, 109,030 and 109,030 Class B
shares to herself as trustee or co-trustee of the KSL GRAT Trust, u/a/d
9/15/93, fbo her sister (the "KSL Trust"), the SJL GRAT Trust, u/a/d
9/15/93, fbo her brother ("the SJL Trust"), and the CLB GRAT Trust,
u/a/d 9/15/93, fbo herself (the "CLB Trust"), respectively. Also, on
January 23, 1997, Bernick, as co-trustee of the BEL January 1995
Grantor Annuity Trust, u/a/d 1/3/95, fbo Bernice E. Lavin, Bernick's
mother ("Mrs. Lavin"), transferred 109,030, 109,030 and 109,030 Class B
shares to herself as trustee or co-trustee of the KSL Trust, SJL Trust
and CLB Trust, respectively.
On November 21, 1996, Bernick as trustee or co-trustee of the KSL
Trust, SJL Trust and CLB Trust acquired from the Leonard H. Lavin
Trust, u/a/d 12/18/87, fbo Mr. Lavin (the "December Trust"), 571, 571
and 571 Class B shares, respectively, at $47.9375 per share.
On September 24, 1996, Bernick as trustee or co-trustee of the CLB
Trust, KSL Trust and SJL Trust, acquired from the December Trust 625,
356 and 356 Class B shares, respectively, at $43.6875 per share.
Item 4. Purpose of Transaction.
Transfers of securities were for the Lavin family's estate planning
rather than corporate purposes. The transfers were not undertaken for
purposes of effecting any of the actions listed in this item.
Item 5. Interest in Securities of the Issuer.
(a) (i) Amount of Class A Shares Beneficially Owned:
2,577,906 shares total: 252,504 Class A shares
(includes 171,586 shares subject to immediately
exercisable options) and 180,104 Class B shares held
directly; 523,064 Class B shares held as co-trustee
of the CLB Trust; 522,795 Class B shares held as
trustee of the KSL Trust; 522,795 Class B shares held
as trustee of the SJL Trust; 50,000 Class B shares
held as trustee of Lavin
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CUSIP NO. 013068200 13D Page 4 of 5 Pages
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Survivorship Trust; 50,100 Class A shares and 150,300
Class B shares held as co-trustee of a trust for
Bernick's benefit; 271,244 Class A shares and 30,000
Class B shares held by Lavin Family Foundation (a
charitable foundation of which Bernick is the Vice
President and a Director); and 25,000 Class A shares
held by the Howard and Carol Bernick Family
Foundation (a charitable foundation).
(ii) Percentage of Class A Shares Beneficially Owned:
19.34% total: 3.75% directly; 4.47% as co-trustee of
the CLB Trust; 4.47% as trustee of the KSL Trust;
4.47% as trustee of the SJL Trust; .45% as trustee of
an insurance trust; 1.77% as co-trustee of a trust
for Bernick's benefit; 2.69% by Lavin Family
Foundation; and .22% by the Howard and Carol Bernick
Family Foundation (based on 11,178,807 Class A shares
outstanding as of January 23, 1997).**
** Pursuant to Rule 13d-3(d)(1)(i) of the Securities
Exchange Act of 1934, as amended, the following
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: 1,528,198
(ii) Shared power to vote: 1,049,708(1)
(iii) Sole power to dispose: 1,528,198
(iv) Shared power to dispose 1,049,708(1)
(1) Bernick shares the power to vote and dispose of the 271,244 Class A
shares and 30,000 Class B shares held by Lavin Family Foundation with her
parents, Mr. Lavin and Mrs. Lavin. Bernick, in her capacity as co-
trustee of a trust for her benefit, shares the power to vote and dispose
of 50,100 Class A shares and 150,300 Class B shares held by such trust
with Mrs. Lavin as co-trustee, and Bernick shares the power to vote and
dispose of 25,000 Class A shares held by the Howard and Carol Bernick
Family Foundation. Bernick shares the power to vote and dispose of the
shares in the CLB Trust with Marshall E. Eisenberg. Certain information
regarding Mr. Lavin, Mrs. Lavin, Mr. Bernick and Mr. Eisenberg is
presented below:
(i) Name of Person: (1) Leonard H. Lavin
(2) Bernice E. Lavin
(3) Howard B. Bernick
(4) Marshall E. Eisenberg
(ii) Address: (1),(2) 2525 Armitage Avenue
and (3) Melrose Park, Illinois 61060
(4) Neal, Gerber & Eisenberg
Two North LaSalle St.,
Suite 2200
Chicago, Illinois 60602
(iii)Principal (1) Leonard H. Lavin, an individual,
Business: is a Director and the Chairman of
the Company.
(2) Bernice E. Lavin, an individual,
is a Director and Vice Chairman,
Secretary and Treasurer of the
Company.
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CUSIP NO. 013068200 13D Page 5 of 5 Pages
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(3) Howard B. Bernick, an individual,
is a Director and the President
and Chief Executive Officer of the
Company.
(4) Marshall E. Eisenberg, an
individual, is an attorney and a
partner in the law firm, Neal,
Gerber & Eisenberg, Chicago,
Illinois.
(iv) Prior Criminal
Convictions: None.
(v) Prior Civil
Proceedings With
Respect to Federal
or State Securities
Laws: None.
(vi) Place of Organization: U.S. Citizen.
An additional 232,850 Class A shares (including 52,850 shares subject
to immediately exercisable stock options) and 300,000 Class B shares
are held in the name of Bernick's husband. Bernick disclaims beneficial
ownership of such shares and they are not included above.
(c) None, except as described in Item 3 above.
(d) None.
(e) None.
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: March 10, 1997
Signature: /s/Carol L. Bernick
Name/Title: Carol L. Bernick, Individually, and
as trustee or co-trustee of various
trusts for her benefit or the benefit
of her siblings.
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