-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PhJ47zuaS4Ek18fI979kZwDK0CULa7j7T6fa/ILRkV24CHAPS19er60rbgRBGIhh Cae7Uaz2ZgHPBV+EsGVLXQ== 0000003327-97-000013.txt : 19970721 0000003327-97-000013.hdr.sgml : 19970721 ACCESSION NUMBER: 0000003327-97-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970718 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBERTO CULVER CO CENTRAL INDEX KEY: 0000003327 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 362257936 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-10375 FILM NUMBER: 97642647 BUSINESS ADDRESS: STREET 1: 2525 ARMITAGE AVE CITY: MELROSE PARK STATE: IL ZIP: 60160 BUSINESS PHONE: 7084503039 MAIL ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERNICK HOWARD B CENTRAL INDEX KEY: 0001027733 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O AAR CORP STREET 2: 1111 NICHOLAS BLVD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 8474393939 MAIL ADDRESS: STREET 1: C/O AAR CORP STREET 2: 1111 NICHOLAS BLVD CITY: 1111 NICHOLAS BLVD STATE: IL ZIP: 60007 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ALBERTO-CULVER COMPANY (Name of Issuer) CLASS A COMMON STOCK, $.22 PAR VALUE PER SHARE (Title of Class of Securities) 013068200 (CUSIP Number) Marshall E. Eisenberg (312) 269-8020 Howard B. Bernick (708) 450-3400 NEAL, GERBER & EISENBERG 2525 Armitage Avenue Two North LaSalle Street, Suite 2200 Melrose Park, Illinois 60160 Chicago, Illinois 60602 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 10, 1997 (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 5 Pages CUSIP NO. 013068200 13D Page 2 of 5 Pages - ---------------------- ------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HOWARD B. BERNICK 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS * Not applicable. (See Item 3 below.) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER 1,076,783** NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 93,960** OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,076,783** PERSON WITH 10 SHARED DISPOSITIVE POWER 93,960** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,170,743** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * X Excluded are 1,147,696 Class A shares (including immediately exercisable options to acquire 343,172 Class A shares)and 4,244,716 Class B shares (including 8,010 Class B shares held as a participant in the Alberto-Culver Company Employees' Profit Sharing Plan (the "Profit Sharing Plan")) which are held by the Reporting Person's spouse either directly or as trustee or co-trustee of trusts. The Reporting Person disclaims beneficial ownership of such shares. 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 5.02%** 14 TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** Includes shares of Class B Common Stock, $.22 par value per share ("Class B shares"), which are immediately convertible at the holder's option on a share for share basis into Class A shares and also includes options which are exercisable currently or within 60 days to acquire Class A shares. CUSIP NO. 013068200 13D Page 3 of 5 Pages - ---------------------- ------------------------------- Item 1. Security and Issuer. Title of Class of Securities: Class A Common Stock,$.22 par value per share (the "Class A 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: Howard B. Bernick ("Bernick") (b) Address: 2525 Armitage Avenue Melrose Park, IL 60160 (c) Principal Business: Bernick, an individual, is a Director and President and Chief Executive Officer of the Company. (d) Prior Criminal Convictions: None (e) Prior Civil Proceedings With Respect to Federal or State Securities Laws: None (f) Place of Organization: U.S. Citizen Item 3. Source and Amount of Funds or Other Consideration. On July 10, 1997, Carol L. Bernick (Bernick's spouse), individually, transferred by gift 43,960 Class B shares to the Carol L. Bernick Investment Trust, u/a/d July 7, 1997, fbo her children (the "Investment Trust"), of which trust Bernick is one of three co-trustees. Item 4. Purpose of Transaction. Transfer of securities was for the Bernick family's estate planning rather than corporate purposes. The transfer was 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 A Shares Beneficially Owned: 1,170,743 shares total: 465,700 Class A shares (includes 105,700 shares subject to immediately exercisable options) and 600,000 Class B shares held directly; 50,000 Class A shares held by the Howard and Carol Bernick Family Foundation (a charitable foundation); 11,083 Class B shares held in the Reporting Person's Profit Sharing Plan account and 43,960 Class B shares held as co-trustee of the Investment Trust. CUSIP NO. 013068200 13D Page 4 of 5 Pages - ---------------------- ------------------------------- (ii) Percentage of Class A Shares Beneficially Owned: 5.02% total: 4.58% directly; .22% by the Howard and Carol Bernick Family Foundation; .05% as a participant in the Profit Sharing Plan and .19% as co-trustee of the Investment Trust (based on 22,582,462 Class A shares outstanding as of July 10, 1997).** ** Pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended, these calculations assume that all Class B shares beneficially owned by Bernick have been converted into Class A shares and that all options held by Bernick which are either exercisable currently or within 60 days have been exercised. (b) Number of Shares as to Which Such Person Has: (i) Sole power to vote: 1,076,783 (ii) Shared power to vote: 93,960(1) (iii) Sole power to dispose: 1,076,783 (iv) Shared power to dispose 93,960(1) An additional 1,147,696 Class A shares (including 343,172 subject to immediately exercisable stock options) and 4,244,716 Class B shares (including 8,010 Class B shares held as a participant in the Profit Sharing Plan) are held by the Reporting Person's spouse either directly or as trustee or co-trustee of trusts. The Reporting Person disclaims beneficial ownership of such shares and they are not included above. (1) Bernick, in his capacity as co-trustee of the Investment Trust, shares the power to vote and dispose of 43,960 Class B shares held by the Investment Trust with Marshall E. Eisenberg and Rachel Nisker and Bernick shares the power to vote and dispose of 50,000 Class A shares held by the Howard and Carol Bernick Family Foundation with Carol L. Bernick. Certain information regarding Mr. Eisenberg, Ms. Nisker and Mrs. Bernick is presented below: (i) Name of Person: (1) Marshall E. Eisenberg (2) Rachel Nisker (3) Carol L. Bernick (ii) Address: (1) Neal, Gerber & Eisenberg Two North LaSalle St., Suite 2200 Chicago, Illinois 60602 (2) 65 Strathearn Road Toronto, Ontario, Canada M6C1R5 (3) 2525 Armitage Avenue Melrose Park, Illinois 60160 (iii) Principal (1) Marshall E. Eisenberg, an individual, Business: is an attorney and a partner in the law firm, Neal, Gerber & Eisenberg, Chicago, Illinois. (2) Rachel Nisker, an individual, is unemployed. CUSIP NO. 013068200 13D Page 5 of 5 Pages - ---------------------- ------------------------------- (3) Carol L. Bernick, an individual,is a Director and Executive Vice President and Assistant Secretary of the Company and President of Alberto-Culver USA, Inc., a subsidiary of the Company. (iv) Prior Criminal Convictions: (1-3) None. (v) Prior Civil Proceedings With Respect to Federal or State Securities Laws: (1-3) None. (vi) Place of Organization: (1) U.S. Citizen. (2) Canadian Citizen. (3) U.S. Citizen. (c) None, except as described in Item 3 above. (d) None, except as described in footnote 1. (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. SIGNATURE 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: July 17, 1997 Signature: /s/ Howard B. Bernick Name/Title: Howard B. Bernick, individually, and as co-trustee of a trust for the benefit of his children. -----END PRIVACY-ENHANCED MESSAGE-----