SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 3, 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 9 Pages
<PAGE>
CUSIP NO. 013068200 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAROL L. 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
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
7 SOLE VOTING POWER
NUMBER 3,422,925**
OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,288,042**
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,422,925**
10 SHARED DISPOSITIVE POWER
3,288,042**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,710,967**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)EXCLUDES CERTAIN SHARES*
X
Excluded are 540,000 Class A shares and 600,000 Class B shares held
directly by Bernick's spouse; 43,960 Class B shares held by
Bernick's spouse as co-trustee of a trust for the benefit of Mr. and
Mrs. Bernick's children; and 11,142 Class B shares held by Bernick's
spouse as a participant in the Alberto-Culver Employees' Profit
Sharing Plan. Bernick disclaims beneficial ownership of such
shares.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
22.95%**
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.
<PAGE>
CUSIP NO. 013068200 13D Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CLB Grantor Annuity Trust, u/a/d 9/15/93
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
7 SOLE VOTING POWER
NUMBER 0
OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,994,354**
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
1,994,354**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,994,354**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * X
Not applicable.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
7.86%**
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT
** Includes Class B shares which are immediately convertible at
the holder's option on a share for share basis into Class A
shares.
<PAGE>
CUSIP NO. 013068200 13D Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KSL Grantor Annuity Trust, u/a/d 9/15/93
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
7 SOLE VOTING POWER
NUMBER 1,993,817**
OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,993,817**
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,993,817**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * X
Not applicable.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
7.86%**
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT
** Includes Class B shares which are immediately convertible at
the holder's option on a share for share basis into Class A
shares.
<PAGE>
CUSIP NO. 013068200 13D Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SJL Grantor Annuity Trust, u/a/d 9/15/93
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Trust
7 SOLE VOTING POWER
NUMBER 797,527**
OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 797,527**
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,527**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * X
Not applicable.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
3.30%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT
** Includes Class B shares which are immediately convertible at
the holder's option on a share for share basis into Class A
shares.
<PAGE>
CUSIP NO. 013068200 13D Page 6 of 9 Pages
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: (1)Carol L. Bernick ("Bernick")
(2)CLB Grantor Annuity Trust, u/a/d 9/15/93
(the "CLB Trust")
(3)KSL Grantor Annuity Trust, u/a/d 9/15/93
(the "KSL Trust")
(4)SJL Grantor Annuity Trust, u/a/d 9/15/93
(the "SJL Trust")
(b) Address: c/o Carol L. Bernick
2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business: (1)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.
(2)Trust Administration
(3)Trust Administration
(4)Trust Administration
(d) Prior Criminal Convictions: None
(e) Prior Civil Proceedings With
Respect to Federal or State
Securities Laws: None
(f) Place of Organization: (1) U.S. Citizen
(2) Illinois Trust
(3) Illinois Trust
(4) Illinois Trust
Item 3. Source and Amount of Funds or Other Consideration.
On April 3, 1998, Bernick, as co-trustee of the SJL Trust, transferred
(i) 398,763 Class B shares to herself as co-trustee of the CLB Trust (a
trust for Bernick's benefit) and (ii) 398,763 Class B shares to herself
as co-trustee of the KSL Trust (a trust for the benefit of Bernick's
sister).
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CUSIP NO. 013068200 13D Page 7 of 9 Pages
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: 6,710,967 Class A shares
total: 207,280 Class A shares (includes 37,000 shares subject to
immediately exercisable options) and 316,248 Class B shares held
directly; 1,994,354 Class B shares held as co-trustee of the CLB Trust;
1,993,817 Class B shares held as co-trustee of the KSL Trust; 797,527
Class B shares held as co-trustee of the SJL Trust; 100,000 Class B
shares held as trustee of the Lavin Survivorship Trust; 100,200 Class A
shares and 300,600 Class B shares held as co-trustee of a trust for
Bernick's benefit; 527,888 Class A shares and 320,000 Class B shares
held by Lavin Family Foundation (a charitable foundation of which
Bernick is the Vice President and a Director); 45,000 Class A shares
held by the Howard and Carol Bernick Family Foundation (a charitable
foundation of which Bernick is the President and a Director); and 8,053
Class B shares held as a participant in the Alberto-Culver Employees'
Profit Sharing Plan.
(ii) Percentage of Class A Shares Beneficially Owned: 22.95% total: 2.21%
directly; 7.86% as co-trustee of the CLB Trust; 7.86% as co-trustee of
the KSL Trust; 3.30% as co-trustee of the SJL Trust; .43% as trustee of
the Lavin Survivorship Trust; 1.69% as co-trustee of a trust for
Bernick's benefit; 3.58% by Lavin Family Foundation; .19% by the Howard
and Carol Bernick Family Foundation and .03% as a participant in the
Alberto-Culver Employees' Profit Sharing Plan (based upon 23,379,245
Class A shares outstanding as of February 2, 1998).**
** 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 Class A Shares as to Which Bernick, CLB Trust, KSL
Trust and SJL Trust Have:
Bernick CLB Trust KSL Trust SJL Trust
(i) Sole power to vote: 3,422,925 0 1,993,817 797,527
(ii) Shared power to vote: 3,288,042(1) 1,994,354(2) 0 0
(iii) Sole power to dispose: 3,422,925 0 1,993,817 797,527
(iv) Shared power to dispose:3,288,042(1) 1,994,354(2) 0 0
<PAGE>
CUSIP NO. 013068200 13D Page 8 of 9 Pages
(1)
Bernick shares the power to vote and dispose of the 527,888 Class A shares and
320,000 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 100,200 Class A shares
and 300,600 Class B shares held by such trust with Mrs. Lavin as co-trustee,
and Bernick shares the power to vote and dispose of 45,000 Class A shares held
by the Howard and Carol Bernick Family Foundation with her spouse. In
addition, Bernick shares the power to vote and dispose of the 1,994,354 Class
B shares in the CLB Trust with Marshall E. Eisenberg.
(2)
Bernick shares the power to vote and dispose of the 1,994,354
Class B 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.
(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.
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CUSIP NO. 013068200 13D Page 9 of 9 Pages
(v) Prior Civil
Proceedings With
Respect to Federal
or State Securities
Laws: None.
(vi) Place of Organization: U.S. Citizen.
An additional 540,000 Class A shares and 600,000 Class B shares are
held directly by Bernick's spouse; 43,960 Class B shares held by
Bernick's spouse as co-trustee of a trust for the benefit of Mr. and
Mrs. Bernick's children; and 11,142 Class B shares held by Bernick's
spouse as a participant in the Alberto-Culver Employees' Profit Sharing
Plan. 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) 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: April 8, 1998
Signature: /s/ Carol L. Bernick
Name/Title: Carol L. Bernick, Individually, as co-trustee of each of the
KSL Trust, SJL Trust and CLB Trust and as trustee or
co-trustee of various trusts for her benefit or the benefit of
her siblings.
<PAGE>
