<PAGE> 1
As filed with the Securities and Exchange Commission on January 5, 1998
Registration No. 333-
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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
2525 Armitage Avenue
Melrose Park, Illinois 60160
(708) 450-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Gary P. Schmidt COPY TO:
Vice President and General Counsel Willard G. Fraumann, P.C.
Alberto-Culver Company Kirkland & Ellis
2525 Armitage Avenue 200 East Randolph Drive
Melrose Park, IL 60160 Chicago, IL 60601
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by the Selling Stockholders in light of market conditions.
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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.22
par value per share 174,947 shares $27.54 (1) $4,818,041 (1) $1,461
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices
per share of the Company's Common Stock on the New York Stock Exchange
as reported in the consolidated reporting system on December 29, 1997.
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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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 resold 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 registration or qualification under the securities laws of any such State.
==============================================================================
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 5, 1998
PROSPECTUS
174,947 Shares
ALBERTO-CULVER COMPANY
Class A Common Stock
____________________
The shares offered hereby are 174,947 issued and outstanding shares (the
"Shares") of Class A Common Stock, par value $.22 per share (the "Common
Stock"), of Alberto-Culver Company, a Delaware corporation (the "Company"),
which are owned by stockholders (collectively, the "Selling Stockholders"), and
which will be sold from time to time by the Selling Stockholders for their
respective accounts.
The Company has been advised that the Selling Stockholders intend to sell
the Shares by means of one or more block trades or in one or more ordinary
brokerage transactions on the New York Stock Exchange ("NYSE") at market prices
prevailing at the time of such sale (subject to customary or negotiated
brokerage commissions) using such broker-dealers as may enter into arrangements
with the Selling Stockholders. The Selling Stockholders may be deemed
"underwriters" under the Securities Act of 1933, as amended (the "Securities
Act"), of the Shares sold. The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholders. See "Plan of
Distribution."
The Company has agreed to pay the cost of the registration of the Shares
and the preparation of this Prospectus (and any Prospectus Supplement) and the
Registration Statement under which it is filed and all other costs in
connection with the sale of the Shares except for the costs and expenses of the
Selling Shareholders' counsel, brokerage commissions and charges, all income
taxes and all stock transfer taxes due or payable in connection with the
registration and sale of the Shares. The expenses so payable by the Company
are estimated to aggregate approximately $24,000.
____________________
The Common Stock is listed on the NYSE under the symbol "ACVA". On
December 31, 1997, the closing sale price of the Common Stock on the NYSE was
$27.00 per share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________________
No person is authorized to give any information or make any representation
not contained in this Prospectus and, if given or made, such information or
representation should not be relied upon as having been authorized. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to purchase the Shares offered by this Prospectus in any jurisdiction where, or
from any person to whom, it is unlawful to make such offer or solicitation of
an offer. Neither the delivery of this Prospectus nor any distribution of the
Shares offered pursuant to this Prospectus shall create an implication that
there have been no changes in the affairs of the Company since the date of this
Prospectus or that the information in this Prospectus or in the documents
incorporated by reference herein is correct as of any time subsequent to the
dates hereof or thereof.
The date of this Prospectus is January __, 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act with respect to the Shares being offered
pursuant to this Prospectus. This Prospectus does not contain all of 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 the Registration Statement. Each such
statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy and information statements and other
information with the Commission. Such material may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: 7 World Trade Center, New York,
New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material also may be obtained
from the Commission at prescribed rates by addressing written requests for such
copies to the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Reports, proxy and other information statements
and other information concerning the Company can also 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal 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 Class A Common Stock 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; and
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the sale of the Shares offered
hereby shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents with the
Commission. Any statement contained herein or 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.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents not
specifically described above. Requests for such documents should be directed
to the attention of the Secretary of the Company at
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the Company's principal executive offices, which are located at 2525 Armitage
Avenue, Melrose Park, Illinois 60160, telephone (708) 450-3000.
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 Company delivered the Shares to the Selling Stockholders in exchange
for the Selling Stockholders' shares of Service Beauty Supply Inc. ("Service")
pursuant to an Agreement and Plan of Merger dated as of November 21, 1997 (the
"Merger Agreement"), by and among Service, AC Acquiring Co., a wholly-owned
subsidiary of the Company, the Company, the Selling Stockholders and certain
other persons. Pursuant to the Merger Agreement, Service merged with and into
AC Acquiring Co., with AC Acquiring Co. being the survivor.
The following table sets forth the name of each Selling Stockholder, the
aggregate number of shares of Common Stock beneficially owned by each Selling
Stockholder as of December 31, 1997 and the aggregate number of shares of
Common Stock registered hereby that each Selling Stockholder may offer and sell
pursuant to this Prospectus. All of the 174,947 Shares offered hereby are
issued and outstanding as of the date of this Prospectus. The Selling
Shareholders may sell all or a portion of the Shares at any time and from time
to time after the date hereof in accordance with the terms of the Merger
Agreement and a Stock Transfer Agreement dated as of November 21, 1997 by and
among the Company and the Selling Stockholders. Because such agreements may
under certain circumstances limit the number of Shares each individual Selling
Stockholder may sell, no estimate can be made of the number of Shares that each
Selling Stockholder may retain upon completion of the Offering. To the
knowledge of the Company, none of the Selling Stockholders has had within the
past three years any material relationship or held any position or office with
the Company or any of its predecessors or affiliates.
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<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES WHICH MAY
OWNED PRIOR BE OFFERED FOR THE
SELLING STOCKHOLDER TO THE OFFERING SELLING STOCKHOLDER'S ACCOUNT
- ------------------- ------------------- -----------------------------
<S> <C> <C>
George D. Ord Residuary Trust 53,751 53,751
Dale E. St. Myers Trust...... 50,394 50,394
James Meyers................. 26,900 26,900
Virginia L. Wood............. 20,175 20,175
James D. Greendyke, Jr....... 12,434 12,434
Dennis L. Ord................ 10,672 10,672
Carolyn J. Kinney............ 207 207
George D. Ord, Jr............ 207 207
Annabeth St. Myers........... 207 207
</TABLE>
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Stockholders intend to sell
the Shares by means of one or more block trades or in one or more ordinary
brokerage transactions on the NYSE at market prices prevailing at the time of
such sale (subject to customary or negotiated brokerage commissions) using such
broker-dealers as may enter into arrangements with the Selling Stockholders.
The Selling Stockholders will pay any such brokerage commissions applicable to
such transactions. The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Stockholders.
The Company is registering the Shares in connection with an Agreement
Regarding Common Stock dated as of November 21, 1997 by and among the Company
and the Selling Stockholders, pursuant to which the Company has agreed to
indemnify the Selling Stockholders against certain civil liabilities, including
liabilities under the Securities Act and to bear the expenses of registration
of the Shares and all other costs in connection with the sale of the Shares,
except for the costs and expenses of the Selling Stockholders' counsel,
brokerage commissions and charges, all income taxes and all stock transfer
taxes due or payable in connection with the registration and sale of the
Shares. The expenses so payable by the Company are estimated to be
approximately $24,000.
LEGAL MATTERS
The validity of the Shares being offered hereby will be passed upon for
the Company by Gary P. Schmidt, Esq., General Counsel of the Company. Mr.
Schmidt owns options to purchase 10,000 shares of Common Stock, of which no
such options are currently exercisable.
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<PAGE> 6
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 report 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.
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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered, all of which are being paid by
the registrant:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee .................. $ 1,461
Accounting Fees and Expenses ......................................... 1,500
Legal Fees and Expenses .............................................. 20,000
Miscellaneous Expenses ............................................... 939
-------
Total.................................................. $24,000
=======
</TABLE>
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 (i) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement 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, (ii)
that, for purposes 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 and (iii) 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 this
Registration Statement shall be deemed to be a new registration statement
II-1
<PAGE> 8
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) 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) 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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<PAGE> 9
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melrose Park, State of Illinois on December 19,
1997.
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 has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Leonard H. Lavin Chairman of the Board December 22, 1997
- -------------------- and Director
Leonard H. Lavin
/s/ Howard B. Bernick President, Chief Executive December 19, 1997
- --------------------- Officer and Director
Howard B. Bernick (Principal Executive Officer)
/s/Bernice E. Lavin Vice Chairman, Secretary, December 22, 1997
- ------------------- Treasurer and Director
Bernice E. Lavin
/s/ Carol L. Bernick Executive Vice President, December 19, 1997
- -------------------- Assistant Secretary and Director
Carol L. Bernick
/s/ William J. Cernugel Senior Vice President - December 19, 1997
- ----------------------- Finance and Controller
William J. Cernugel (Principal Financial Officer & Controller)
/s/ A. Robert Abboud Director December 22, 1997
- --------------------
A. Robert Abboud
/s/ A. G. Atwater, Jr. Director December 22, 1997
- ----------------------
A. G. Atwater, Jr.
/s/ Robert P. Gwinn Director December 22, 1997
- -------------------
Robert P. Gwinn
/s/ Leander W. Jennings Director December 22, 1997
- -----------------------
Leander W. Jennings
- ----------------------- Director December __, 1997
Allan B. Muchin
- ----------------------- Director December __, 1997
Robert H. Rock
/s/ Dr. Harold M. Visotsky Director December 20, 1997
- -----------------------
Dr. Harold M. Visotsky
- ----------------------- Director December __, 1997
William W. Wirtz
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
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.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160
January 5, 1998
Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
on the date hereof (the "Registration Statement") relating to the registration
of shares of Class A Common Stock, $.22 par value per share, of Alberto-Culver
Company (the "Company") for sales which may be made by certain stockholders of
the Company (the "Registered Shares").
I, in my capacity as General Counsel of Alberto-Culver Company, am
familiar with the proceedings to date with respect to the proposed sale of the
Registered Shares and have examined such records, documents and matters of law
and satisfied myself as to such matters of fact as I have considered relevant
for the purposes of this opinion.
I am of the opinion that:
1. The Registered Shares constitute validly issued, fully paid and
nonassessable shares.
I do not find it necessary for the purposes of this opinion, and
accordingly do not purport to cover herein, the application of the securities
or "blue sky" laws of the various states to the sale of the Registered Shares.
The Registered Shares are treasury shares. I have assumed for purposes of
this opinion that each of the Registered Shares, when originally issued,
constituted validly issued, fully paid and nonassessable shares.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. I
assume no obligation to revise or supplement this opinion should the present
laws of the States of Illinois or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
<PAGE> 2
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement and to the reference to me under the
caption "Legal Matters" in the Registration Statement. In giving this consent,
I do not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended or the rules
and regulations of the Securities and Exchange Commission.
Very truly yours,
ALBERTO-CULVER COMPANY
/s/ Gary P. Schmidt
Gary P. Schmidt
General Counsel
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<PAGE> 1
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
December 29, 1997
