SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
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 (312)269-8020 Bernice E. Lavin
NEAL, GERBER & EISENBERG 2525 Armitage Avenue
Two North LaSalle St., Suite 2200 Melrose Park, IL 60160
Chicago, IL 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. 013068101 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 4,266,710
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 620,600
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,266,710
PERSON 10 SHARED DISPOSITIVE POWER
WITH 620,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,887,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * Excluded are 4,400,886, 922, and 196 Class B 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.
x
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
14.57%
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP NO. 013068101 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernice E. Lavin Trust 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 * X
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
10.77%**
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP NO. 013068101 13D Page 4 of 7 Pages
Item 1. Security and Issuer.
Title of Class of Securities: Class B Common Stock, $.22 par value per share
(the "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) 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. 013068101 13D Page 5 of 7 Pages
Pursuant to an effective registration statement, Lavin sold the number
of Class B shares in 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 B Shares Beneficially Owned:
4,887,310 shares total; 3,612,688 shares as trustee
of the December Trust; 320,000 shares by Lavin Family
Foundation (a charitable foundation of which Lavin is
the Treasurer and a Director); 300,600 shares and
653,728 shares as co-trustee of a trust and sole
trustee of trusts, respectively, for the benefit of
Lavin's children and grandchildren; and 294 shares
held directly.
(ii) Percentage of Class B Shares Beneficially Owned:
14.57% total: 10.77% as trustee of the December
Trust; .95% by Lavin Family Foundation; .9% and 1.9%
as co-trustee of a trust and sole trustee of trusts,
respectively, for the benefit of Lavin's children and
grandchildren; and .001% held directly (based upon
33,532,480 shares outstanding as of February 2 1998).
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CUSIP NO. 013068101 13D Page 6 of 7 Pages
(b) Number of Shares as to Which Such Person Has:
December
Lavin Trust
(i) Sole power to vote: 4,266,710(1) 3,612,688(1)
(ii) Shared power to vote: 620,600(2) -0-
(iii) Sole power to dispose: 4,266,710(1) 3,612,688(1)
(iv) Shared power to dispose 620,600(2) -0-
(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 shares held by such trust. The above shares
shown as owned by Lavin include 3,612,688 shares held by the
December Trust; 653,728 shares held by Lavin as sole trustee
of trusts for the benefit of Lavin's children and
grandchildren; and 294 shares held directly.
(2) 320,000 shares are held by Lavin Family Foundation; and
300,600 shares are held as co-trustee of a trust for the
benefit of one of Lavin's adult children.
Lavin shares the power to vote and dispose of the 320,000 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 300,600 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
the 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
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CUSIP NO. 013068101 13D Page 7 of 7 Pages
(vi) Place of Organization: U.S. Citizen
An additional 4,400,886, 922, and 196 Class B 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.
The shares owned by Lavin and the percentage holdings
specified herein also do not reflect the 527,888 shares of
Class A common stock of the Company held by Lavin Family
Foundation, or 100,200 and 434,480 shares of the Company's
Class A common stock held by Lavin solely in her capacity as
co-trustee of a trust and sole trustee of trusts,
respectively, for the benefit of Lavin's children and
grandchildren.
(c) None, except as indicated in Item 3.
(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.
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
<PAGE>
