SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
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)
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).
(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
NUMBER 7 SOLE VOTING POWER
OF 3,092,812**
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,488,042**
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 3,092,812**
PERSON 10 SHARED DISPOSITIVE POWER
WITH
3,488,042**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,580,854**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES* X
Excluded are 679,850 Class A shares (including options to purchase
139,850 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 11,194 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.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
22.19%**
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
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).
7.70%**
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 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).
7.68%**
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
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).
.02%**
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) 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.
<PAGE>
CUSIP NO. 013068200 13D Page 7 of 9 Pages
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.
Item 5. Interest in Securities of the Issuer.
(a)(i) Amount of Class A Shares Beneficially Owned: 6,580,854 Class A shares
total: 262,130 Class A shares (includes options to purchase 91,850 Class A
shares) and 316,248 Class B shares held directly; 1,994,354 Class B shares held
as co-trustee of the CLB Trust; 1,990,000 Class B shares held as trustee of the
Property Trust; 3,817 Class B shares held as co-trustee of the KSL Trust;412,527
Class B shares held as co-trustee of the SJL Grantor Annuity Trust, u/a/d
9/15/93 (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 520,000
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 8,090 Class B shares held as a
participant in the Alberto-Culver Employees' Profit Sharing Plan.
(ii) Percentage of Class A Shares Beneficially Owned: 22.19% total:
2.38% directly; 7.70% as co-trustee of the CLB Trust; 7.68% as trustee of
the Property Trust; .02% as co-trustee of the KSL Trust; 1.70% as co-trustee
of the SJL Trust; .42% as trustee of the Lavin Survivorship Trust; 1.66% as
co-trustee of a trust for Bernick's benefit; 4.29% 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 23,914,132 Class A shares outstanding as of November 18,
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 Property Trust Have:
Bernick CLB Trust KSL Trust Property Trust
(i) Sole power to vote: 3,092,812 0 3,817 1,990,000
(ii) Shared power to vote: 3,488,042(1) 1,994,354(2) 0 0
(iii) Sole power to dispose: 3,092,812 0 3,817 1,990,000
(iv) Shared power to dispose: 3,488,042(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 520,000 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.
<PAGE>
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 679,850 Class A shares (including options to purchase
139,850 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 11,194 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 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: November 25, 1998
Signature: /s/ Carol L. Bernick
Name/Title: Carol L. Bernick, Individually, as trustee of the Property
Trust, as co-trustee of each of the KSL Trust and CLB Trust,
and as trustee or co-trustee of various trusts for her benefit
or the benefit of her siblings.
