As filed with the Securities and Exchange Commission on February 3, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ALBERTO-CULVER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 36-2257936
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2525 Armitage Avenue
Melrose Park, Illinois 60160
Phone: 708/450-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
GARY P. SCHMIDT BELL, BOYD & LLOYD
VICE PRESIDENT AND GENERAL COUNSEL THREE FIRST NATIONAL PLAZA
ALBERTO-CULVER COMPANY CHICAGO, ILLINOIS 60602-4207
2525 ARMITAGE AVENUE ATTENTION: J. CRAIG WALKER
MELROSE PARK, ILLINOIS 60160 312/807-4321
708/450-3262
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
-----------------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of each class Amount maximum maximum
of securities to be offering price aggregate Amount of
to be registered Registered per unit (1) offering price registration fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock, par value $.22
per share 500,000 shares $30.3125 $15,156,250 $4,471
- ----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Calculated in accordance with Rule 457(c) on the basis of the average of
the high and low sale prices of the registrant's Class B Common Stock on
January 29, 1998, as reported on the New York Stock Exchange Composite
Tape.
</FN>
</TABLE>
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 3, 1998
PROSPECTUS
ALBERTO-CULVER COMPANY
2525 ARMITAGE AVENUE
MELROSE PARK, ILLINOIS 60160
708/450-3000
-------------
500,000 SHARES
CLASS B COMMON STOCK
$.22 PAR VALUE
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This prospectus relates to up to 500,000 shares ("Shares") of Class B
Common Stock, $.22 par value ("Class B Common Stock"), of Alberto-Culver Company
(together with its subsidiaries, the "Company") which may be offered and sold
from time to time for the account of Leonard H. Lavin, Chairman of the Company
and his wife, Bernice E. Lavin, Vice Chairman, Secretary and Treasurer of the
Company (the "Selling Stockholders"). The Company will receive no part of the
proceeds of any sales of the Shares.
The distribution of the Shares by the Selling Stockholders may be
effected from time to time in one or more transactions on the New York Stock
Exchange (which may involve crosses or block transactions), in special
offerings, in negotiated transactions or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may engage one or more brokers to
act as principal or agent in making sales, who may receive discounts or
commissions from the Selling Stockholders in amounts to be negotiated. The
Selling Stockholders and any such brokers may be deemed "underwriters" under the
Securities Act of 1933 of the Shares sold.
The closing sale price of the Class B Common Stock on January 29, 1998,
as reported on the New York Stock Exchange Composite Tape, was $30 1/16.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------------
The date of this prospectus is February [_], 1998.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
and information statements and other information with the Securities and
Exchange Commission. Such materials can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its regional offices located at
Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661
and 7 World Trade Center, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Such materials also
can be inspected at the offices of The New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov.
The Company has filed with the Securities and Exchange Commission a
registration statement on Form S-3 under the Securities Act of 1933. This
prospectus does not contain all the information set forth in the registration
statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement and exhibits thereto. Statements contained herein
concerning any such document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to
Registration Statement. Each such statement is qualified in its entirety by such
reference.
The Company will provide without charge to each person to whom this
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference into this prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that this prospectus incorporates). Such written or oral request
should be directed to Alberto-Culver Company, 2525 Armitage Avenue, Melrose
Park, Illinois 60160, Attention: Corporate Secretary; telephone 708/450-3101.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Securities and Exchange Commission are incorporated herein by reference:
(1) The Company's annual report on Form 10-K for the year
ended September 30, 1997.
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the Company's fiscal year ended
September 30, 1997.
(3) The description of the Company's Class B Common Stock
which is contained in the Company's registration statement filed
pursuant to the Exchange Act, and any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and prior to the termination of the offering of the Shares offered
hereby shall be deemed to be incorporated in this prospectus by reference
<PAGE>
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
No person has been authorized to give any information or to make any
representations not contained in this prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered to any person in any jurisdiction where such offer would be unlawful.
The delivery of the prospectus or any sale of the Shares hereby does not imply
that there has been no change in the Company's affairs since the date hereof.
THE COMPANY
The Company, incorporated in 1961 under the laws of the State of
Delaware, has its principal executive offices at 2525 Armitage Avenue, Melrose
Park, Illinois 60160, telephone (708) 450-3000. The principal business of the
Company and its subsidiaries is developing, manufacturing, distributing and
marketing health and beauty care products and food and household products.
SELLING STOCKHOLDERS
The Selling Stockholders are Leonard H. Lavin, founder, Chairman of the
Board and a director of the Company and Mr. Lavin's wife, Bernice E. Lavin, Vice
Chairman, Secretary and Treasurer and a director of the Company. The 500,000
shares of Class B Common Stock covered by this prospectus (approximately 1.5% of
the outstanding Class B Common Stock) include 250,000 shares to be sold by each
of Mr. Lavin and Mrs. Lavin which represent approximately 4.7% and 4.5% of the
5,335,128 shares and 5,500,630 shares of Class B Common Stock held by Mr. Lavin
and Mrs. Lavin directly or as trustees of trusts, respectively. These numbers do
not include 320,000 shares (approximately 1.0%) of the Class B Common Stock held
by the Lavin Family Foundation, of which each of Mr. Lavin and Mrs. Lavin is a
director and officer, or any shares of Class A Common Stock held by the Lavin
Family Foundation or by Mrs. Lavin. After completion of the sale of the shares
covered by this Prospectus, Mr. Lavin and Mrs. Lavin will hold 5,085,128
(approximately 15.2%) and 5,250,630 (approximately 15.7%) of the outstanding
shares of Class B Common Stock, respectively. Mrs. Lavin also holds as trustee
of various trusts an aggregate of 534,680 shares of the Company's outstanding
Class A Common Stock (Class B Common Stock is convertible at the option of the
holder on a share-for-share basis into shares of Class A Common Stock and all,
and not less than all, of the Class A Common Stock may at any time be converted
into Class B Common Stock on a share-for-share basis at the option of the
Company).
PLAN OF DISTRIBUTION
The Shares covered by this prospectus may be offered for sale by the
Selling Stockholders through Goldman, Sachs & Co. acting as broker-dealer, agent
or principal. Such sales may be effected from time to time in one or more
transactions on the New York Stock Exchange (which may involve crosses or block
transactions), in special offerings, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Goldman, Sachs & Co. may
purchase Shares for its own account and resell them in the above-
<PAGE>
described manner. Goldman, Sachs & Co. will be entitled to receive a negotiated
commission per share on its sales of the Shares, and, if purchased for its own
account, a discount or concession from the market price prevailing at the time
of sale. Goldman, Sachs & Co. may be deemed to be an underwriter, and profits,
commissions, and discounts on sales made by Goldman, Sachs & Co. may be deemed
to be underwriting compensation, within the meaning of the Securities Act of
1933. The Selling Stockholders have agreed to indemnify Goldman, Sachs & Co.
against certain liabilities, including liabilities under the Securities Act of
1933.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries as of September 30, 1997 and 1996, and for each of the years in the
three-year period ended September 30, 1997 and the financial statement schedule
for the three-year period ended September 30, 1997 have been incorporated by
reference herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
Shares, all of which are to be paid by the Selling Stockholders, are estimated
to be as follows:
Registration statement filing fee............................. $ 4,471
Legal fees and expenses....................................... 6,000
Accounting fees............................................... 1,500
Miscellaneous................................................. 1,029
---------
Total..................................................... $ 13,000
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to specified circumstances, (iii) gives the Indemnitees the
right to bring suit against the registrant to enforce the foregoing rights to
indemnification and advancement of expenses, and (iv) authorizes the registrant
to maintain certain policies of insurance to protect itself and any of its
directors, officers or employees. The registrant currently maintains policies of
insurance under which the directors and officers of registrant are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.
ITEM 16. EXHIBITS.
The exhibits to this registration statement are listed in the Exhibit
Index hereto, which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
<PAGE>
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) - (h) Not applicable.
(i) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding and excluding any payments by the insurer under the insurance
policy referred to in Item 15) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Melrose Park, Illinois on January 22, 1998.
ALBERTO-CULVER COMPANY
By: /S/ HOWARD B. BERNICK
-------------------------------------
Howard B. Bernick
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ LEONARD H. LAVIN Chairman of the Board and Director January 22, 1998
- -------------------------------------
Leonard H. Lavin
/S/ HOWARD B. BERNICK President, Chief Executive Officer and January 22, 1998
- -------------------------------------
Howard B. Bernick Director
/S/ BERNICE E. LAVIN Vice Chairman, Secretary, Treasurer January 22, 1998
- -------------------------------------
Bernice E. Lavin and Director
/S/ CAROL L. BERNICK Executive Vice President, Assistant January 22, 1998
- -------------------------------------
Carol L. Bernick Secretary and Director
/S/ WILLIAM J. CERNUGEL Senior Vice President, Finance & January 22, 1998
- -------------------------------------
William J. Cernugel Controller (Principal Financial &
Accounting Officer)
/S/ A. ROBERT ABBOUD Director January 22, 1998
- -------------------------------------
A. Robert Abboud
/S/ A.G. ATWATER Director January 22, 1998
- -------------------------------------
A.G. Atwater
/S/ ROBERT P. GWINN Director January 22, 1998
- -------------------------------------
Robert P. Gwinn
/S/ ALLAN B. MUCHIN Director January 22, 1998
- -------------------------------------
Allan B. Muchin
/S/ ROBERT H. ROCK Director January 22, 1998
- -------------------------------------
Robert H. Rock
/S/ HAROLD M. VISOTSKY, M.D. Director January 22, 1998
- -------------------------------------
Harold M. Visotsky, M.D.
/S/ WILLIAM W. WIRTZ Director January 22, 1998
- -------------------------------------
William W. Wirtz
</TABLE>
<PAGE>
ALBERTO-CULVER COMPANY
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1988, File
No. 1-5050).
4.2 Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1989, File No. 1-5050).
4.3 Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, File No. 1-5050).
4.4 Bylaws of the Company, as amended and in effect as of
January 17, 1990 (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended December
31, 1989, File No. 1-5050).
5.1 Opinion of Gary P. Schmidt, Esq., General Counsel of
the Company.
23.1 Consent of Gary P. Schmidt, Esq. (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
<PAGE>
EXHIBIT 5
January 22, 1998
Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160
Ladies and Gentlemen:
REGISTRATION STATEMENT ON FORM S-3
I have represented Alberto-Culver Company, a Delaware corporation (the
"Company"), in connection with a registration statement on Form S-3 (the
"registration statement") filed under the Securities Act of 1933 for the purpose
of registering under that Act 500,000 shares of Class B Common Stock, $.22 par
value (the "Shares"), which may be offered and sold from time to time for the
account of Leonard H. Lavin and Bernice E. Lavin. In this connection, I have
examined originals or copies certified or otherwise identified to my
satisfaction of such documents, corporate and other records, certificates and
other papers as I deemed it necessary to examine for the purpose of this
opinion.
Based on such examination, it is my opinion that the Shares covered by
the registration statement constitute legally issued, fully paid and
non-assessable shares of common stock of the Company.
I consent to the filing of this opinion as an exhibit to the
registration statement. In giving this consent I do not admit that I am within
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933.
Very truly yours,
/S/ GARY P. SCHMIDT
---------------------
Gary P. Schmidt, Esq.
<PAGE>
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Alberto-Culver Company
We consent to the use of our reports dated October 23, 1997,
incorporated herein by reference, with respect to the consolidated financial
statements of Alberto-Culver Company and subsidiaries as of September 30, 1997
and 1996 and for each of the years in the three-year period ended September 30,
1997, and the financial statement schedule for the three-year period ended
September 30, 1997, which reports are incorporated by reference or appear in the
September 30, 1997 annual report on Form 10-K of Alberto-Culver Company, and to
the reference to our firm under the heading "Experts."
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
February 2, 1998
<PAGE>
