-----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, KXvwp+W/kVS1ZtagO5ISJ0SPkt5sfnTuVHmri5de3na6LmpZvM23SzTM5omdCt2C frSXD41z7+OHOzrBhzKaTg== 0000003327-98-000030.txt : 19980508 0000003327-98-000030.hdr.sgml : 19980508 ACCESSION NUMBER: 0000003327-98-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980507 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/A SEC ACT: SEC FILE NUMBER: 005-10375 FILM NUMBER: 98612531 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 CAROL L CENTRAL INDEX KEY: 0000904530 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 BUSINESS PHONE: 708-450-3051 MAIL ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 FORMER COMPANY: FORMER CONFORMED NAME: BERNICK CAROL L/LEONARD H LAVIN GRANTOR ANNUITY TRUST ET AL DATE OF NAME CHANGE: 19930513 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 9 )* 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 Carol L. Bernick NEAL GERBER & EISENBERG 2525 Armitage Avenue Two North LaSalle Street, Suite 2200 Melrose Park, IL 60160 Chicago, Illinois 60602 (708) 450-3051 (312) 269-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 24, 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). Page 1 of 8 Pages CUSIP NO. 013068101 13D Page 2 of 8 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CAROL L. 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 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 7 SOLE VOTING POWER NUMBER OF SHARES 2,830,645 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 2,614,954 PERSON WITH 9 SOLE DISPOSITIVE POWER 2,830,645 10 SHARED DISPOSITIVE POWER 2,614,954 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,445,599 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * Excluded are 600,000 Class B shares held directly by Bernick's spouse; 43,960 Class B shares held by Bernick's spouse as co-trustee of a trust for the benefit of Mr. and Mrs. Bernick's children; and 11,142 Class B shares held by Bernick's spouse as a participant in the Alberto-Culver Employees Profit Sharing Plan. Bernick disclaims beneficial ownership of such shares. X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 16.43% 14 TYPE OF REPORTING PERSON * IN * SEE INSTRUCTIONS BEFORE FILLING OUT CCUSIP NO. 013068101 13D Page 3 of 8 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CLB Grantor Annuity Trust, u/a/d 9/15/93 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 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,994,354 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 1,994,354 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,994,354 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). 6.02% 14 TYPE OF REPORTING PERSON * 00 * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 013068101 13D Page 4 of 8 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KSL Grantor Annuity Trust, u/a/d 9/15/93 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 7 SOLE VOTING POWER NUMBER OF SHARES 1,993,817 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON 9 SOLE DISPOSITIVE POWER WITH 1,993,817 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,993,817 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). 6.01% 14 TYPE OF REPORTING PERSON * 00 * SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 013068101 13D Page 5 of 8 Pages Item 1. Security and Issuer. Title of Class of Securities: Class B Common Stock, $.22 par value per share ("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) Carol L. Bernick ("Bernick") (2) CLB Grantor Annuity Trust, u/a/d 9/15/93 (the "CLB Trust") (3) KSL Grantor Annuity Trust, u/a/d 9/15/93 (the KSL Trust") (b) Address: c/o Carol L. Bernick 2525 Armitage Avenue Melrose Park, IL 60160 (c) Principal Business: (1) Bernick, an individual, is a Director and Vice Chairman, President Alberto-Culver North America and Assistant Secretary of the Company. (2) Trust Administration. (3) 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 (3) Illinois Trust Item 3. Source and Amount of Funds or Other Consideration. On April 24, 1998, Bernick, as co-trustee of the SJL Grantor Annuity Trust, u/a/d 9/15/93 (the "SJL Trust"), sold 385,000 Class B shares to the Company at a price of $29.125 per share. Item 4. Purpose of Transaction. The sale of securities was undertaken in connection with Lavin family estate planning matters. The sale was not undertaken for purposes of effecting any of the actions listed in this item. CUSIP NO. 013068101 13D Page 6 of 8 Pages Item 5. Interest in Securities of the Issuer. (a)(i) Amount of Class B Shares Beneficially Owned: 5,445,599 shares total: 316,248 shares directly; 1,994,354 shares held as co-trustee of the CLB Trust; 1,993,817 shares held as co-trustee of the KSL Trust; 412,527 shares held as co-trustee of the SJL Trust; 100,000 shares as trustee of the Lavin Survivorship Trust;300,600 shares held as co-trustee of a trust for Bernick's benefit; 320,000 shares held by Lavin Family Foundation (a charitable foundation of which Bernick is a Director and Vice President); and 8,053 shares held as a participant in the Alberto-Culver Employees' Profit Sharing Plan. (ii) Percentage of Class B Shares Beneficially Owned: 16.43% total: .95% directly; 6.02% as co-trustee of the CLB Trust;6.01% as co-trustee of the KSL Trust; 1.24% as co-trustee of the SJL Trust; .30% as trustee of the Lavin Survivorship Trust; .91% as co-trustee of a trust for Bernick's benefit; .97% as a Director and Vice President of Lavin Family Foundation and .02% as a participant in the Alberto-Culver Employees' Profit Sharing Plan (based upon 33,147,471 Class B shares outstanding as of April 24, 1998). (b) Number of Class A Shares as to Which Bernick, CLB Trust and KSL Trust Have: Bernick CLB Trust KSL Trust (i) Sole power to vote: 2,830,645 0 1,993,817 (ii) Shared power to vote: 2,614,954(1) 1,994,354(2) 0 (iii) Sole power to dispose: 2,830,645 0 1,993,817 (iv) Shared power to dispose: 2,614,954(1) 1,994,354(2) 0 (1) Bernick shares the power to vote and dispose of the 1,994,354 shares in the CLB Trust with Marshall E. Eisenberg. Bernick shares the power to vote and dispose of the 320,000 shares held by Lavin Family Foundation with Mr. Lavin and Mrs. Lavin. Bernick, in her capacity as co-trustee of a trust for her benefit, shares the power to vote and dispose of 300,600 shares held by such trust with Mrs. Lavin. (2) Bernick shares the power to vote and dispose of 1,994,354 Class B shares in the CLB Trust with Marshall Eisenberg. Certain information regarding Mr. Lavin, Mrs. Lavin and Mr. Eisenberg is presented below: (i)Name of Person: (1) Leonard H. Lavin (2) Bernice E. Lavin (3) Marshall E. Eisenberg (ii) Address: (1), (2) 2525 Armitage Avenue Melrose Park, Illinois 60160 (3) Neal, Gerber & Eisenberg Two North LaSalle St., Suite 2200 Chicago, Illinois 60602 CUSIP NO. 013068101 13D Page7 of 8 Pages (iii)Principal Business: (1) Leonard H. Lavin, an individual, is a Director and the Chairman of the Company (2) Bernice E. Lavin, an individual, is a Director and the Vice Chairman, Secretary and Treasurer of the Company (3) Marshall E. Eisenberg, an individual, is an attorney and a partner at the law firm, Neal, Gerber & Eisenberg, Chicago, Illinois (iv) Prior Criminal Convictions: None. (v) Prior Civil Proceedings With Respect to Federal or State Securities Laws: None. (vi) Place of Organization: U.S. Citizen. The foregoing does not reflect 100,200, 207,280 (includes options, which are immediately exercisable, to purchase 37,000 Class A shares) and 527,888 shares of Class A Common Stock of the Company ("Class A shares") owned by Bernick and Mrs. Lavin as co-trustees of a trust for Bernick's benefit, Bernick individually, and the Lavin Family Foundation, respectively. Also excluded are 600,000 Class B shares and 540,000 Class A shares held directly by Bernick's spouse; 45,000 Class A shares held by the Howard and Carol Bernick Family Foundation; 43,960 Class B shares held by Bernick's spouse as co-trustee of a trust for the benefit of Mr. and Mrs. Bernick's children; and 11,142 Class B shares held by Bernick's spouse as a participant in the Alberto-Culver Employees' Profit Sharing Plan. Bernick disclaims beneficial ownership of the shares held by her spouse and they are not included above. (c) None, except as reported in Item 3 above. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. CUSIP NO. 013068101 13D Page 8 of 8 Pages 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: May 5, 1998 Signature: /s/Carol L. Bernick Name/Title: Carol L. Bernick, Individually, as co-trustee of each of the KSL and CLB trusts, and as trustee or co-trustee of various trusts for her benefit or the benefit of her siblings. -----END PRIVACY-ENHANCED MESSAGE-----