<PAGE>
As filed with the Securities and Exchange Commission on August 23, 2000
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
--------------------------
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 60160-1163
(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 Patrick Maloney, Esq.
Alberto-Culver Company Bell, Boyd & Lloyd
2525 Armitage Avenue Three First National Plaza
Melrose Park, IL 60160-1163 70 West Madison Street
(708) 450-3262 Chicago, Il 60602-4207
(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 Stockholder 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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<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Class A Common Stock,
$.22 par value per share 74,810 shares $24.69 (1) $1,847,059 (1) $488
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</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 August 21, 2000.
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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Subject to Completion
Preliminary Prospectus Dated August 23, 2000
PROSPECTUS
----------
74,810 Shares
Alberto-Culver Company
Class A Common Stock
____________________
The 74,810 shares of Class A Common Stock ("Shares" or "Class A Shares") of
Alberto-Culver Company are owned by TCR Holding Corporation.
TCR Holding has informed Alberto-Culver that it intends 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 at market prices prevailing at the
time of such sale (subject to customary or negotiated brokerage commissions)
using one or more broker-dealers. TCR Holding may be deemed an "underwriter"
under the Securities Act of 1933 of the Class A Shares sold. Alberto-Culver will
not receive any of the proceeds from the sale of the Class A Shares by TCR
Holding.
Alberto-Culver has agreed to pay the cost of the registration of the Class
A Shares and the preparation of this prospectus and the registration statement
and all other costs in connection with the sale of the Class A Shares, except
for the costs and expenses of TCR Holding's 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 Class A Shares. The expenses
payable by Alberto-Culver are estimated to aggregate approximately $9,000.
____________________
The Class A Shares are listed on the New York Stock Exchange under the
symbol "ACVA." On August 22, 2000, the closing sale price of the Class A
Shares on the New York Stock Exchange was $24.625 per share.
____________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
____________________
The date of this Prospectus is August , 2000.
The information in this prospectus is not complete and may be changed. TCR
Holding may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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WHERE YOU CAN FIND MORE INFORMATION
Alberto-Culver Company (which may be referred to as "we," "us," "our,"
"Alberto-Culver" or the "Company") files annual, quarterly and special reports,
proxy statements and other information with the Securities Exchange Commission
("SEC"). Our SEC filings are available to the public over the Internet at the
SEC's web site at http://www.sec.gov. You may also read and copy any document
we file with the SEC at its public reference facilities at 450 Fifth Street,
N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. You can also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference facilities. Our
SEC filings are also available at the office of the New York Stock Exchange.
For further information on obtaining copies of our public filings at the New
York Stock Exchange, you should call (212) 656-5060.
We "incorporate by reference" into this prospectus certain information we
file with the SEC, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus and certain information that we file
subsequently with the SEC will automatically update this prospectus. We
incorporate by reference the documents listed below and any filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 after the initial filing of the registration statement that contains
this prospectus and prior to the time that we sell all the securities offered by
this prospectus:
. Annual Report on Form 10-K for the year ended September 30, 1999;
. Quarterly Reports on Form 10-Q for the quarters ended December 31,
1999, March 31, 2000, and June 30, 2000;
. Current Reports on Form 8-K dated March 23, 2000 and March 28, 2000;
and
. the description of the Company's Class A Common Stock and Class B
Common Stock which is contained in the Company's Registration
Statements filed pursuant to the Securities Exchange Act of 1934, and
any amendment or report filed for the purpose of updating.
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing to or telephoning the Corporate Secretary at our
principal executive offices at the following address and telephone number:
Corporate Secretary
Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160-1163
(708) 450-3000
You should rely only on the information incorporated by reference or set
forth in this prospectus. We have not authorized anyone else to provide you with
different information. These securities are only
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being offered in states where the offer is permitted. You should not assume that
the information in this prospectus is accurate as of any date other than the
dates on the front of those documents.
This prospectus and the documents incorporated by reference herein may
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such statements are based on management's current expectations and assessments
of risks and uncertainties and reflect various assumptions concerning
anticipated results, which may or may not prove to be correct. Some of the
factors that could cause actual results to differ materially from estimates or
projections contained in such forward looking statements include the pattern of
brand sales, including variations in sales volume within periods; competition
within the relevant product markets, including pricing, promotional activities,
continuing customer acceptance of existing products, loss of distributorship
rights and the ability to develop and successfully introduce new products; risks
inherent in acquisitions and strategic alliances; changes in costs including
changes in labor costs, raw material prices or promotional expenses; the costs
and effects of unanticipated legal or administrative proceedings; variations in
political, economic or other factors such as currency exchange rates, inflation
rates, recessionary or expansive trends, tax changes, legal and regulatory
changes or other external factors over which the Company has no control. The
Company disclaims any obligation to update any forward-looking statement in this
prospectus or any document incorporated herein by reference.
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 60160-1163, (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 STOCKHOLDER
The Company issued the Shares to TCR Holding under a Share Purchase
Agreement dated as of May 19, 1998 (the "Share Purchase Agreement"), by and
among TCR Holding, Trent Robinson, Carol Robinson and Beauty Systems Group
(Canada), Inc. ("Beauty Systems"), a wholly-owned, indirect subsidiary of the
Company, pursuant to which Beauty Systems acquired all of the shares of 925385
Ontario Limited which in turn owned all of the shares of Beauticians' Supply
Limited and Western Beauty Supply Ltd.
As of August 22, 2000, TCR Holding beneficially owned 74,810 Class A
Shares, all of which are being registered hereby and all of which may be offered
and sold pursuant to this prospectus. All of the 74,810 Shares offered hereby
are issued and outstanding as of the date of this prospectus. Because TCR
Holding may sell all or a portion of the Shares at any time and from time to
time after the date hereof, no estimate can be made of the number of Shares that
TCR Holding may retain upon completion of this offering. To the knowledge of the
Company, TCR Holding has not 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. Trent Robinson, beneficial holder of 50.05% of the
issued and outstanding common shares (5,005 shares) and 100% of the issued and
outstanding class A special shares (10,000 shares) of TCR Holding, was an
employee of Beauty Systems from May 21, 1998 through May 21, 1999. Carol
Robinson, Trent Robinson's wife, is
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the only other shareholder of TCR Holding, and beneficially owns 49.95% of the
common shares (4,995 shares) of TCR Holding.
USE OF PROCEEDS
TCR Holding will receive all of the proceeds from the sale of the Shares
covered by this prospectus. The Company will not receive any of the proceeds
from the sale of these Shares.
PLAN OF DISTRIBUTION
The Company has been advised by TCR Holding that it intends 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 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 TCR Holding. TCR
Holding will pay any such brokerage commissions applicable to such transactions.
The Company is registering the Shares in accordance with the Shareholders'
Agreement dated as of May 21, 1998 by and among the Company, TCR Holding and
Beauty Systems pursuant to which the Company has agreed 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 TCR Holding's 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 payable by the Company are estimated to be approximately $9,000.
LEGAL MATTERS
Gary P. Schmidt, who is our General Counsel, will issue an opinion
concerning the validity of the Shares being offered. Mr. Schmidt owns options
to purchase 44,000 shares of Class A Common Stock, and owns 1,432 shares of
Class A Common Stock and 6,793 shares of Class B Common Stock.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
as of September 30, 1999 and 1998, and for each of the years in the three-year
period ended September 30, 1999 and the financial statement schedule for the
three-year period ended September 30, 1999 have been incorporated by reference
herein in reliance upon the reports of KPMG 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:
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<S> <C>
Securities and Exchange Commission Registration Fee.. $ 488
Accounting Fees and Expenses......................... 1,500
Legal Fees and Expenses.............................. 5,000
Miscellaneous Expenses............................... 2,012
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Total...................................... $9,000
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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) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
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deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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 with or furnished
to the Commission 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 this
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 Act
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 Act and will be governed by the final adjudication of
such issue.
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<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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melrose Park, State of Illinois on July 27, 2000.
Alberto-Culver Company
By: /s/ Howard B. Bernick
----------------------
Howard B. Bernick
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Leonard
H. Lavin, Howard B. Bernick, William J. Cernugel and Gary P. Schmidt, or any of
them, such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.
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:
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Leonard H. Lavin Chairman of the Board July 27, 2000
------------------------- and Director
Leonard H. Lavin
/s/ Howard B. Bernick President, Chief Executive July 27, 2000
------------------------- Officer and Director
Howard B. Bernick (Principal Executive Officer)
/s/ Bernice E. Lavin Vice Chairman, Secretary, July 27, 2000
------------------------- Treasurer and Director
Bernice E. Lavin
/s/ Carol L. Bernick Vice Chairman, President July 27, 2000
------------------------- Alberto-Culver North
Carol L. Bernick America, Assistant Secretary
and Director
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William J. Cernugel Senior Vice President and July 27, 2000
------------------------- Chief Financial Officer
William J. Cernugel (Principal Financial and
Accounting Officer)
/s/ A. Robert Abboud Director July 27, 2000
-------------------------
A. Robert Abboud
/s/ A. G. Atwater, Jr. Director July 27, 2000
-------------------------
A. G. Atwater, Jr.
/s/ Robert P. Gwinn Director July 27, 2000
-------------------------
Robert P. Gwinn
/s/ Allan B. Muchin Director July 27, 2000
-------------------------
Allan B. Muchin
Director July 27, 2000
-------------------------
Robert H. Rock
/s/ Harold M. Visotsky Director July 27, 2000
-------------------------
Harold M. Visotsky
/s/ William W. Wirtz Director July 27, 2000
-------------------------
William W. Wirtz
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<C> <S>
4.1 Restated Certificate of Incorporation of the Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the 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 LLP.
24.1 Power of Attorney contained on the Signature Page to the Registration Statement.
</TABLE>
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