ALBERTO CULVER CO
S-3/A, 1999-02-17
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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     As filed with the Securities and Exchange Commission on February 17, 1999
                           Registration No. 333-43711


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      

                                 Post-Effective
                               Amendment No. 1 to
                                    FORM S-3
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                      
                             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                                      Copies 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
(708) 450-3262                                       (312) 861-2000


            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                   Withdrawing Unsold Shares from Registration





                                      - 1 -

<PAGE>





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


         The registrant  files this  post-effective  amendment,  pursuant to its
undertaking,  for  the  purpose  of  withdrawing  from  registration  under  the
Securities Act of 1933, as amended, 174,947 shares of Class A Common Stock, $.22
par value,  of the  registrant  previously  registered  under this  registration
statement  and  remaining  unsold  upon the  termination  of the sales of shares
covered by this registration statement.







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<PAGE>






                                    SIGNATURE


         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 February 8, 1999.

                           ALBERTO-CULVER COMPANY



                       By:  /s/ Gary P. Schmidt                  
                            Name: Gary P. Schmidt (Agent for Service of Process)
                            Title:   Vice President and General Counsel



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<PAGE>


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