SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
ALBERTO-CULVER COMPANY
(Name of Issuer)
CLASS B COMMON STOCK, $.22 PAR VALUE PER SHARE
(Title of Class of Securities)
013068101
(CUSIP Number)
Marshall E. Eisenberg Carol L. Bernick
NEAL GERBER & EISENBERG 2525 Armitage Avenue
Two North LaSalle Street, Suite 2200 Melrose Park, IL 60160
Chicago, Illinois 60602 (708) 450-3051
(312) 269-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 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).
Page 1 of 9 Pages
<PAGE>
CUSIP NO. 013068101 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
NUMBER 7 SOLE VOTING POWER
OF 2,830,682
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,814,954
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 2,830,682
PERSON 10 SHARED DISPOSITIVE POWER
WITH
2,814,954
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,645,636
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES*
Excluded are 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
11,194 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.
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
17.03%
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP NO. 013068101 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
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,994,354
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH
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).
6.02%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP NO. 013068101 13D Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KSL Property Trust II, u/a/d 10/31/98
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
NUMBER 7 SOLE VOTING POWER
OF 1,990,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 1,990,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,990,000
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).
6.00%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP NO. 013068101 13D Page 5 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
NUMBER 7 SOLE VOTING POWER
OF 3,817
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 3,817
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,817
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).
.01%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP NO. 013068101 13D Page 6 of 9 Pages
Item 1. Security and Issuer.
Title of Class of Securities: Class B Common Stock, $.22 par value
per share ("shares" or "Class B 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) KSL Property Trust II, u/a/d 10/31/98
(the "Property 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 Vice
Chairman, President Alberto-Culver North America,
a division of the Company, and Assistant
Secretary 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 November 18, 1998, Bernick, as co-trustee of the KSL Trust,
transferred 1,990,000 Class B shares to herself as trustee of the
Property Trust.
Item 4. Purpose of Transaction.
The transfer of securities was undertaken solely in connection with
Lavin family estate planning matters. The transfer was not undertaken
for purposes of effecting any of the actions listed in this item.
<PAGE>
CUSIP NO. 013068101 13D Page 7 of 9 Pages
Item 5. Interest in Securities of the Issuer.
(a)(i) Amount of Class B Shares Beneficially Owned: 5,645,636 shares total:
316,248 shares directly; 1,994,354 shares held as co-trustee of the CLB Trust;
1,990,000 shares held as trustee of the Property Trust; 3,817 shares held as
co-trustee of the KSL Trust; 412,527 shares held as co-trustee of the SJL
Grantor Annuity Trust, u/a/d 9/15/93 (the "SJL Trust"); 100,000 shares as
trustee of the Lavin Survivorship Trust; 300,600 shares held as co-trustee of a
trust for Bernick's benefit; 520,000 shares held by Lavin Family Foundation (a
charitable foundation of which Bernick is a Director and Vice President); and
8,090 shares held as a participant in the Alberto-Culver Employees' Profit
Sharing Plan.
(ii) Percentage of Class B Shares Beneficially Owned:
17.03% total: .95% directly; 6.02% as co-trustee of
the CLB Trust; 6.00% as trustee of the Property
Trust; .01% as co-trustee of the KSL Trust; 1.24% as
co-trustee of the SJL Trust; .30% as trustee of the
Lavin Survivorship Trust; .91% as co-trustee of a
trust for Bernick's benefit; 1.57% as a Director and
Vice President of Lavin Family Foundation and .02% as
a participant in the Alberto-Culver Employees' Profit
Sharing Plan (based upon 33,147,471 Class B shares
outstanding as of November 18, 1998).
(b) Number of Class B Shares as to Which Bernick, CLB Trust, KSL Trust
and Property Trust Have:
Bernick CLB Trust KSL Trust Property Trust
(i) Sole power to vote: 2,830,682 0 3,817 1,990,000
(ii) Shared power to vote: 2,814,954(1) 1,994,354(2) 0 0
(iii) Sole power to dispose: 2,830,682 0 3,817 1,990,000
(iv) Shared power to dispose: 2,814,954(1) 1,994,354(2) 0 0
(1) Bernick shares the power to vote and dispose of the 1,994,354
shares in the CLB Trust with Marshall E. Eisenberg. Bernick
shares the power to vote and dispose of the 520,000 shares
held by Lavin Family Foundation with 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 300,600
shares held by such trust with Mrs. Lavin.
(2) Bernick shares the power to vote and dispose of 1,994,354
Class B shares in the CLB Trust with Marshall Eisenberg.
Certain information regarding Mr. Lavin, Mrs. Lavin and Mr.
Eisenberg is presented below:
(i) Name of Person: (1) Leonard H. Lavin
(2) Bernice E. Lavin
(3) Marshall E. Eisenberg
(ii) Address: (1), (2) 2525 Armitage Avenue
Melrose Park, Illinois 60160
(3) Neal, Gerber & Eisenberg
Two North LaSalle St., Suite 2200
Chicago, Illinois 60602
<PAGE>
CUSIP NO. 013068101 13D Page 8 of 9 Pages
(iii)Principal
Business: (1)Leonard H. Lavin, an individual, is a Director
and the Chairman of the Company
(2)Bernice E. Lavin, an individual, is a Director and the
Vice Chairman, Secretary and Treasurer of the Company
(3)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.
The foregoing does not reflect 100,200, 262,130 (includes options to
purchase 91,850 Class A shares) and 527,888 shares of Class A Common
Stock of the Company ("Class A shares") owned by Bernick and Mrs. Lavin
as co-trustees of a trust for Bernick's benefit, Bernick individually,
and the Lavin Family Foundation, respectively. Also excluded are
600,000 Class B shares and 679,850 Class A shares (includes options to
purchase 139,850 Class A shares) held directly by Bernick's spouse;
45,000 Class A shares held by the Howard and Carol Bernick Family
Foundation; 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 11,194 Class B shares held by Bernick's spouse as a
participant in the Alberto-Culver Employees' Profit Sharing Plan.
Bernick disclaims beneficial ownership of the shares held by her spouse
and they are not included above.
(c) None, except as reported in Item 3 above.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
<PAGE>
CUSIP NO. 013068101 13D Page 9 of 9 Pages
Item 7. Material to be Filed as Exhibits.
None.
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: November 25, 1998
Signature: /s/ Carol L. Bernick
Name/Title: Carol L. Bernick, Individually, as co-trustee of each of the
KSL and CLB Trusts, as trustee of the Property Trust, and as
trustee or co-trustee of various trusts for her benefit or the
benefit of her siblings.
<PAGE>
