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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, Esq.
Neal, Gerber & Eisenberg
Two North LaSalle Street
Suite 2200
Chicago, Illinois 60602
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 1998
___________________________________
(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
Marshall E. Eisenberg, not individually but solely as
co-trustee of Carol L. Bernick Grantor Annuity Trust, u/a/d
9/15/93
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
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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
0
NUMBER -------------------------------------------------------------
8 SHARED VOTING POWER
OF SHARES
1,595,591**
BENEFICIALLY
-------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
-------------------------------------------------------------
REPORTING
10 SHARED DISPOSITIVE POWER PERSON
1,595,591**
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,591**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
6.34%**
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14 TYPE OF REPORTING PERSON *
IN
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**Consists of shares of the Company's Class B common stock which are
immediately convertible at the option of the Reporting Person, as
co-trustee, on a share for share basis into shares of the Company's
Class A common stock.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITIES 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 (the "Company")
2525 Armitage Avenue
Melrose Park, IL 60160
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing: Marshall E. Eisenberg, not individually but
solely as co-trustee of the Carol L. Bernick
Grantor Annuity Trust, u/a/d 9/15/93 (the
"Trust")
(b) Address: c/o Neal, Gerber & Eisenberg
Two North LaSalle Street, Suite 2200
Chicago, Illinois 60602
(c) Principal Business: Mr. Eisenberg, an individual, is a partner
in the law firm of Neal, Gerber & Eisenberg,
Chicago, Illinois
(d) Prior Criminal
Convictions: None
(e) Prior Civil Proceedings
With Respect to Federal
or State Securities Law: None
(f) Place or Organization U.S. Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 21, 1998, Mr. Eisenberg, not individually but solely as
co-trustee together with Carol L. Bernick ("Bernick") of the Trust,
received by transfer 264,307 shares of the Company's Class B common
stock, par value $.22 per share (the "Class B Shares") from Bernick as
co-trustee of the Leonard H. Lavin February 1996 Grantor Annuity
Trust, u/a/d 2/21/96, f/b/o Leonard H. Lavin, Bernick's father. Also,
on February 21, 1998, Mr. Eisenberg, not individually but solely as
co-trustee together with Bernick of the Trust, received by transfer
264,306 Class B shares from Bernick as co-trustee of the Bernice E.
Lavin February 1996 Grantor Annuity Trust, u/a/d 2/21/96, f/b/o
Bernice E. Lavin, Bernick's mother.
ITEM 4. PURPOSE OF TRANSACTION.
Transfer 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.
Page 3 of 5
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(i) Amount of Class A Shares Beneficially Owned. 1,595,591 Class B shares
beneficially owned as co-trustee of the Trust.
(ii) Percentage of Class A Shares Beneficially Owned: 6.39% as co-trustee
of the Trust (based upon 23,379,245 Class A shares outstanding as of
February 2, 1998).
**Pursuant to Rule 13d-3(d)(l)(i) of the Securities Exchange Act of
1934, as amended, the following calculations assume that all Class B
shares beneficially owned by Mr. Eisenberg, not individually, but
solely as co-trustee of the Trust, have been converted into Class A
shares.
(b) Mr. Eisenberg shares the power to vote and dispose of the 1,595,591
Class B shares in the Trust with Carol L. Bernick. Certain
information regarding Mrs. Bernick is presented below:
(i)Name of Person: Carol L. Bernick
(ii)Address: 2525 Armitage Avenue
Melrose Park, Illinois 60160
(iii)Principal Business: 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: None.
(v)Prior Civil
Proceedings With
Respect to Federal
or State Securities
Laws: None.
(vi)Place of
Organization: U.S. Citizen.
(c) None, except as described in Item 3 above.
(d) None.
(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.
Page 4 of 5
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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 3, 1998
Signature: /s/ Marshall E. Eisenberg
-----------------------------------------
Name/Title: Marshall E. Eisenberg, not individually but solely as
co-trustee of the Trust
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