SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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 Bernice E. Lavin
NEAL, GERBER & EISENBERG 2525 Armitage Avenue
Two North LaSalle Street, Suite 2200 Melrose Park, Illinois 60160
Chicago, Illinois 60602 (708) 450-3101
(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 7 Pages
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CUSIP NO. 013068200 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernice E. Lavin
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 SHARES 4,701,190**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,248,688**
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,701,190**
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,248,688*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,949,878**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * X
Excluded are 4,400,886 Class B shares, 922 Class B shares, and 196
Class B shares and 64 Class A shares held by Lavin's spouse as
trustee of a trust for his benefit, directly, and as special
administrator of his son's estate, respectively. Lavin disclaims
beneficial ownership of such shares.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
21.05%**
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.
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CUSIP NO. 013068200 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernice E. Lavin u/a/d 12/18/87
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 SHARES 3,612,688**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,612,688**
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,688**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
Not applicable.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
13.38%
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 7 Pages
Item 1. Security and Issuer.
Title of Class of Securities: Class A common stock, $.22 par value per share
("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) Bernice E. Lavin ("Lavin")
(2) Bernice E. Lavin Trust,
u/a/d 12/18/87 ("December Trust")
(b) Address: 1)and 2) c/o Bernice E. Lavin
2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business: (1)Lavin, an individual, is a Director, Vice
Chairman, Secretary and Treasurer of the
Company
(2)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
Item 3. Source and Amount of Funds or Other Consideration.
On February 21, 1998, Lavin, as co-trustee of the BEL February 1996
Grantor Annuity Trust, u/a/d 2/21/96, fbo Lavin (the "February Trust"),
transferred 264,306, 264,307, and 264,307 Class B shares to Carol L.
Bernick ("Mrs. Bernick") as co-trustee of trusts for the benefit of
Mrs. Bernick and Mrs. Bernick's brother and sister, respectively. On
February 17, 1998, Lavin, as co-trustee of the February Trust
transferred 162,028 Class B shares to herself as beneficiary. Lastly,
on February 17, 1998, Lavin individually transferred 162,028 Class B
shares to herself as trustee of the December Trust.
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CUSIP NO. 013068200 13D Page 5 of 7 Pages
Pursuant to an effective registration statement, Lavin sold the number
of Class B shares on the open market, on the dates and at the price
ranges (high and low) or the prices, as the case may be, as specified
below:
Date Quantity Price Range
February 6, 1998 46,650 $31.25 - $31.50
February 9, 1998 4,650 $31.25 - $31.375
February 10, 1998 7,300 at $31.25
February 12, 1998 25,000 $30.50 - $30.8125
February 13, 1998 4,750 $30.50 - $30.625
February 17, 1998 11,750 $30.50 - $30.8125
February 18, 1998 26,300 $30.4737 - $30.75
February 19, 1998 500 at $30.50
February 20, 1998 13,500 $30.25 - $30.625
Item 4. Purpose of Transaction.
Transfers and sales of securities were for the Lavin family's estate
and personal planning rather than corporate purposes. The transfers and
sales 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: 5,949,878 shares
total; 294 Class B shares held directly; 3,612,688 Class B
shares held as trustee of the December Trust; 434,480 Class A
shares and 653,728 Class B shares held as trustee of various
trusts for the benefit of her children and grandchildren;
100,200 Class A shares and 300,600 Class B shares held as
co-trustee of a trust for the benefit of Mrs. Bernick; and
527,888 Class A shares and 320,000 Class B shares held by
Lavin Family Foundation (a charitable foundation of which
Lavin is the Treasurer and a Director).
(ii) Percentage of Class A Shares Beneficially Owned*: 21.05%
total: .001% held directly; 13.38% as trustee of the December
Trust; 4.53% as trustee of trusts for the benefit of Lavin's
adult children and grandchildren; 1.69% as co-trustee of a
trust for the benefit of Mrs. Bernick; and 3.58% by Lavin
Family Foundation (based on 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 Lavin have been
converted into Class A shares.
(b) Number of Shares as to Which Lavin Has:
December
Lavin Trust
(i) Sole power to vote: 4,701,190(1) 3,612,688(1)
(ii) Shared power to vote: 1,248,688(2) -0-
(iii) Sole power to dispose: 4,701,190(1) 3,612,688(1)
(iv) Shared power to dispose: 1,248,688(2) -0-
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CUSIP NO. 013068200 13D Page 6 of 7 Pages
(1) The above shares shown as owned by Lavin and the
December Trust are reflected as sole power of Lavin
and the trust because Lavin has sole voting and
investment power with respect to the Class B shares
held by such trust. The above shares shown as owned
by Lavin include 3,612,688 Class B shares held as
trustee of the December Trust; 434,480 Class A shares
and 653,728 Class B shares held as sole trustee of
trusts for the benefit of Lavin's children and
grandchildren and 294 Class B shares held directly.
Lavin does not hold any Class A shares individually.
(2) 527,888 Class A shares and 320,000 Class B shares
held by Lavin Family Foundation; and 100,200 Class A
shares and 300,600 Class B shares held as co-trustee
of a trust for the benefit of Mrs. Bernick.
Lavin 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 husband, Leonard H. Lavin, and Mrs. Bernick. Lavin is co-trustee
together with Mrs. Bernick of a trust for the benefit of Mrs. Bernick
which holds 100,200 Class A shares and 300,600 Class B shares. The
following information is presented with respect to Leonard H. Lavin
and Mrs. Bernick, respectively.
(i) Name of Person: Leonard H. Lavin
Carol L. Bernick
(ii) Address: 2525 Armitage Avenue
Melrose Park, Illinois 60160
(iii) Principal Business: Leonard H. Lavin, an individual, is a
Director and the Chairman of the Company.
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.
An additional 4,400,886 Class B shares, 922 Class B shares,
and 196 Class B shares and 64 Class A shares (which are not
included above) are held by Lavin's husband as trustee of a
trust for his benefit, directly, and as special administrator
of his son's estate, respectively. Lavin disclaims beneficial
ownership of such shares.
(c) None, except as described in Item 3 above.
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CUSIP NO. 013068200 13D Page 7 of 7 Pages
(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: February 26, 1998
Signature: /s/ Bernice E. Lavin
Name/Title: Bernice E. Lavin, individually;
as trustee of the Bernice E. Lavin
Trust u/a/d 12/18/87; as co-trustee
of another trust; and as sole
trustee of trusts for the benefit of
her children and grandchildren
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