-----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, BWVPFRGcld5IUnHMiTfTGwCq+hZpVcZyhW75h3lJBWD8NPHLmOxouwyIpqUcW6/F E4CQXlP7PAeBl2gWncK6gA== 0000003327-98-000042.txt : 19981126 0000003327-98-000042.hdr.sgml : 19981126 ACCESSION NUMBER: 0000003327-98-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981125 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: 98760054 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, AMENDEMENT NO. 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 7 )* 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 Carol L. Bernick (708) 450-3051 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) November 18, 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). (Continued on following page(s)) Page 1 of 9 Pages CUSIP NO. 013068200 13D Page 2 of 9 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 NUMBER 7 SOLE VOTING POWER OF 3,092,812** SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,488,042** 9 SOLE DISPOSITIVE POWER EACH REPORTING 3,092,812** PERSON 10 SHARED DISPOSITIVE POWER WITH 3,488,042** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,580,854** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES* X Excluded are 679,850 Class A shares (including options to purchase 139,850 Class A shares)and 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 11,194 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. 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 22.19%** 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 9 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 NUMBER 7 SOLE VOTING POWER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,994,354** 9 SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 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). 7.70%** 14 TYPE OF REPORTING PERSON * 00 - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT ** Includes Class B shares which are immediately convertible at the holder's option on a share for share basis into Class A shares. CUSIP NO. 013068200 13D Page 4 of 9 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KSL Property Trust II, u/a/d 10/31/98 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 NUMBER 7 SOLE VOTING POWER OF 1,990,000** SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 9 SOLE DISPOSITIVE POWER EACH REPORTING 1,990,000** PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,990,000** 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). 7.68%** 14 TYPE OF REPORTING PERSON * 00 - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT ** Includes Class B shares which are immediately convertible at the holder's option on a share for share basis into Class A shares. CUSIP NO. 013068200 13D Page 5 of 9 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 NUMBER 7 SOLE VOTING POWER OF 3,817** SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 9 SOLE DISPOSITIVE POWER EACH REPORTING 3,817** PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,817** 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). .02%** 14 TYPE OF REPORTING PERSON * 00 - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT ** Includes Class B shares which are immediately convertible at the holder's option on a share for share basis into Class A shares. CUSIP NO. 013068200 13D Page 6 of 9 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: (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") (4) KSL Property Trust II, u/a/d 10/31/98 (the "Property 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,a division of the Company, and Assistant Secretary of the Company. (2) Trust Administration (3) Trust Administration (4) 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 (4) Illinois Trust Item 3. Source and Amount of Funds or Other Consideration. On November 18, 1998, Bernick, as co-trustee of the KSL Trust, transferred 1,990,000 Class B shares to herself as trustee of the Property Trust. CUSIP NO. 013068200 13D Page 7 of 9 Pages Item 4. Purpose of Transaction. The transfer of securities was undertaken solely in connection with Lavin family estate planning matters. 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: 6,580,854 Class A shares total: 262,130 Class A shares (includes options to purchase 91,850 Class A shares) and 316,248 Class B shares held directly; 1,994,354 Class B shares held as co-trustee of the CLB Trust; 1,990,000 Class B shares held as trustee of the Property Trust; 3,817 Class B shares held as co-trustee of the KSL Trust;412,527 Class B shares held as co-trustee of the SJL Grantor Annuity Trust, u/a/d 9/15/93 (the "SJL Trust"); 100,000 Class B shares held as trustee of the Lavin Survivorship Trust; 100,200 Class A shares and 300,600 Class B shares held as co-trustee of a trust for Bernick's benefit; 527,888 Class A shares and 520,000 Class B shares held by Lavin Family Foundation (a charitable foundation of which Bernick is the Vice President and a Director); 45,000 Class A shares held by the Howard and Carol Bernick Family Foundation (a charitable foundation of which Bernick is the President and a Director); and 8,090 Class B shares held as a participant in the Alberto-Culver Employees' Profit Sharing Plan. (ii) Percentage of Class A Shares Beneficially Owned: 22.19% total: 2.38% directly; 7.70% as co-trustee of the CLB Trust; 7.68% as trustee of the Property Trust; .02% as co-trustee of the KSL Trust; 1.70% as co-trustee of the SJL Trust; .42% as trustee of the Lavin Survivorship Trust; 1.66% as co-trustee of a trust for Bernick's benefit; 4.29% by Lavin Family Foundation; .19% by the Howard and Carol Bernick Family Foundation and .03% as a participant in the Alberto-Culver Employees' Profit Sharing Plan (based upon 23,914,132 Class A shares outstanding as of November 18, 1998).** ** Pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended, the following 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 Class A Shares as to Which Bernick, CLB Trust, KSL Trust and Property Trust Have: Bernick CLB Trust KSL Trust Property Trust (i) Sole power to vote: 3,092,812 0 3,817 1,990,000 (ii) Shared power to vote: 3,488,042(1) 1,994,354(2) 0 0 (iii) Sole power to dispose: 3,092,812 0 3,817 1,990,000 (iv) Shared power to dispose: 3,488,042(1) 1,994,354(2) 0 0 CUSIP NO. 013068200 13D Page 8 of 9 Pages (1) Bernick shares the power to vote and dispose of the 527,888 Class A shares and 520,000 Class B shares held by Lavin Family Foundation with her parents, 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 100,200 Class A shares and 300,600 Class B shares held by such trust with Mrs. Lavin as co-trustee, and Bernick shares the power to vote and dispose of 45,000 Class A shares held by the Howard and Carol Bernick Family Foundation with her spouse. In addition, Bernick shares the power to vote and dispose of the 1,994,354 Class B shares in the CLB Trust with Marshall E. Eisenberg. (2) Bernick shares the power to vote and dispose of the 1,994,354 Class B shares in the CLB Trust with Marshall E. Eisenberg. Certain information regarding Mr. Lavin, Mrs. Lavin, Mr. Bernick and Mr. Eisenberg is presented below: (i) Name of Person: (1) Leonard H. Lavin (2) Bernice E. Lavin (3) Howard B. Bernick (4) Marshall E. Eisenberg (ii)Address: (1),(2) 2525 Armitage Avenue and (3) Melrose Park, Illinois 61060 (4) Neal, Gerber & Eisenberg Two North LaSalle St., Suite 2200 Chicago, Illinois 60602 (iii)Principal (1) Leonard H. Lavin, an individual, Business: is a Director and the Chairman of the Company. (2) Bernice E. Lavin, an individual, is a Director and Vice Chairman, Secretary and Treasurer of the Company. (3) Howard B. Bernick, an individual, is a Director and the President and Chief Executive Officer of the Company. (4) Marshall E. Eisenberg,an individual, is an attorney and a partner in the law firm, Neal, Gerber & Eisenberg, Chicago, Illinois. (iv) Prior Criminal Convictions: None. CUSIP NO. 013068200 13D Page 9 of 9 Pages (v) Prior Civil Proceedings With Respect to Federal or State Securities Laws: None. (vi) Place of Organization: U.S. Citizen. An additional 679,850 Class A shares (including options to purchase 139,850 Class A shares) and 600,000 Class B shares are 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 11,194 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 and they are not included above. (c) None, except as described in Item 3 above. (d) None. (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: November 25, 1998 Signature: /s/ Carol L. Bernick Name/Title: Carol L. Bernick, Individually, as trustee of the Property Trust, as co-trustee of each of the KSL Trust and CLB Trust, and as trustee or co-trustee of various trusts for her benefit or the benefit of her siblings. -----END PRIVACY-ENHANCED MESSAGE-----