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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2000
____________________
Alberto-Culver Company
(Exact name of registrant as specified in its charter)
Delaware 1-5050 36-2257936
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
2525 Armitage Avenue
Melrose Park, Illinois 60160
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 450-3000
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Item 7. Financial Statements and Exhibits.
Exhibit
Number Description of Exhibit
------ ----------------------
(1) Pricing Agreement, dated March 28, 2000, between the registrant,
Goldman, Sachs & Co., Banc of America Securities LLC and Banc One
Capital Markets, Inc.
(4) Form of certificate representing the registrant's 8.25% Notes due
November 1, 2005.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALBERTO-CULVER COMPANY
By: /s/ William J. Cernugel
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William J. Cernugel
Senior Vice President, Finance
Dated: March 31, 2000
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ALBERTO-CULVER COMPANY
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Exhibit Index
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Exhibit
Number Description of Exhibit
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(1) Pricing Agreement, dated March 28, 2000, between the registrant,
Goldman, Sachs & Co., Banc of America Securities LLC and Banc One
Capital Markets, Inc.
(4) Form of certificate representing the registrant's 8.25% Notes due
November 1, 2005.
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Pricing Agreement
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Goldman, Sachs & Co.,
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004
March 28, 2000
Ladies and Gentlemen:
Alberto-Culver Company, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated March 28, 2000 (the "Underwriting Agreement"), between the
Company on the one hand and Goldman, Sachs & Co. on the other hand, to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
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If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement Among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
ALBERTO-CULVER COMPANY
By: /s/ William J. Cernugel
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Name: William J. Cernugel
Title: Senior Vice President, Finance
Accepted as of the date hereof:
Goldman, Sachs & Co.
By: /s/Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
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SCHEDULE I
Principal
Amount of
Designated
Underwriter Securities
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to be
Purchased
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Goldman, Sachs & Co....................................... $140,000,000
Banc of America Securities LLC............................ 40,000,000
Banc One Capital Markets, Inc............................. 20,000,000
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Total $200,000,000
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SCHEDULE II
SCHEDULE II
Title of Designated Securities:
8.25% Notes due November 1, 2005
Aggregate principal amount:
$200,000,000
Price to Public:
99.880% of the principal amount of the Designated Securities, plus accrued
interest, if any, from April 3, 2000
Purchase Price by Underwriters:
99.280% of the principal amount of the Designated Securities, plus accrued
interest from April 3, 2000
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
9:00 a.m. (New York City time), April 3, 2000
Indenture:
Indenture dated June 10, 1998, between the Company and Bank One Trust
Company, N.A. (as successor in interest to The First National Bank of
Chicago), as Trustee
Maturity:
November 1, 2005
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Interest Rate:
8.25% per annum
Interest Payment Dates:
November 1 and May 1, commencing November 1, 2000
Redemption Provisions:
The Designated Securities will be redeemable, in whole or in part, at the
option of the Company at any time at a redemption price equal to the
greater of (i) 100% of the principal amount of such Designated Securities
or (ii) as determined by a Referenced Treasury Dealer, the sum of the
present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of any payments of interest
accrued as of the redemption date) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate (determined on the third Business Day
preceding such redemption date) plus 15 basis points and, in each case,
plus accrued and unpaid interest thereon to the redemption date.
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Reference Treasury Dealer as having a maturity comparable to
the remaining term of the Designated Securities to be redeemed that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Designated Securities.
"Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such
Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
at 5:00 p.m. (New York City time) on the third Business Day preceding such
redemption date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Banc
of America Securities LLC and Banc One Capital Markets, Inc. and their
respective successors and any other primary U.S. Government securities
dealer in New York City selected by the Trustee after consultation with the
Company.
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Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Designated
Securities to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Designated
Securities or portions thereof called for redemption.
Sinking Fund Provisions:
No sinking fund provisions
Extendable provisions:
None.
Floating rate provisions:
None.
Defeasance provisions:
The provisions described under "Description of Debt Securities --
Defeasance and Covenant Defeasance" in the Company's Prospectus dated May
4, 1998 are applicable to the Designated Securities.
Convertible Provisions:
None.
Closing location for delivery of Designated Securities:
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Additional Closing Conditions:
None
Names and addresses of Representatives:
Designated Representatives: Goldman, Sachs & Co.
Address for Notices, etc.: The Registration Department
9th Floor
32 Oldslip
New York, New York 10004
Other Terms:
None
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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY.
ALBERTO-CULVER COMPANY
8.25% Notes due November 1, 2005
Number 1 $200,000,000
CUSIP No. 013068AD3
ALBERTO-CULVER COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of Two Hundred Million Dollars ($200,000,000) on November 1,
2005 and to pay interest thereon from April 3, 2000 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on November 1 and May 1 in each year, commencing November 1, 2000,
at the rate of 8.25% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
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Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the October 15 or April 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts. Payment of the principal of, and premium if any, on the Security will be
made at the office or agency of the Company maintained for that purpose in New
York, New York. Payment of the interest on this Security will be paid to the
person entitled thereto by wire transfer in immediately available funds on each
applicable Interest Payment Date, not later than 2:30 P.M. Eastern Standard
Time.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
ALBERTO-CULVER COMPANY
Dated: April 3, 2000
By:________________________________
William J. Cernugel
Senior Vice President, Finance
and Controller
Attest:
________________________
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Assistant Secretary
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION
As Trustee
By: _______________________________
Authorized Officer
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This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June 10, 1998 (herein called the
"Indenture"), between the Company and Bank One Trust Company, National
Association (successor in interest to The First National Bank of Chicago), as
Trustee (herein called the "Trustee," which term includes any other successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, limited, except as provided in
the Indenture, in aggregate principal amount to $200,000,000.
The Securities of this series are subject to redemption at any time,
in whole or in part, at the option of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii) as
determined by a Reference Treasury Dealer (as defined below), the sum of the
present values of the remaining scheduled payments of principal and interest on
the Securities (not including any portion of any payments of interest accrued as
of the redemption date) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined below and determined on the third Business Day
preceding such redemption date) plus 15 basis points and, in each case, plus
accrued and unpaid interest thereon to the redemption date.
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities
"Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third Business Day preceding such redemption date.
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"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Banc
of America Securities LLC, and Banc One Capital Markets, Inc. and their
respective successors and any other primary U.S. Government securities dealer in
New York City selected by the Trustee after consultation with the Company.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each registered holder of the
Securities to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portion thereof called for redemption.
In the event of redemption of this Security, in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and the
related Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
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As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
Stated Maturity and aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
Interest on this Security shall be computed on the basis of a 360-day
year of twelve 30-day months.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to the conflict of laws
provisions thereof.
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