Amendment #21 to the Schedule 13D

-----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, Ph6hJcyAGCo9bMUkpAJRDMP0qOJYmhcIIskHYhIY2GhZymOf5rh4HLUdRAYXSAhM glQhJq7C3Sz5PP9T0og6Kw== 0001193125-06-009836.txt : 20060123 0001193125-06-009836.hdr.sgml : 20060123 20060123133249 ACCESSION NUMBER: 0001193125-06-009836 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 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: 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBERTO CULVER CO CENTRAL INDEX KEY: 0000003327 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 362257936 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30112 FILM NUMBER: 06542959 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 SC 13D/A 1 dsc13da.htm AMENDMENT #21 TO THE SCHEDULE 13D Amendment #21 to the Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)*

ALBERTO-CULVER COMPANY

(Name of Issuer)

COMMON STOCK, $.22 PAR VALUE PER SHARE

(Title of Class of Securities)

013068101

(CUSIP Number)

Marshall E. Eisenberg

Neal, Gerber & Eisenberg LLP

Two North LaSalle Street, Suite 2200

Chicago, Illinois 60602

(312) 269-8000

Carol L. Bernick

2525 Armitage Avenue

Melrose Park, IL 60160

(708) 450-3051

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 10, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 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 disclosures 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 7 Pages


CUSIP NO. 013068101		13D		Page 2 of 7 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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 Sole Voting Power 4,676,903
		8 Shared Voting Power 8,064,997
		9 Sole Dispositive Power 10,439,433
		10 Shared Dispositive Power 2,302,467


11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,741,900
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* Excluded are (i) options to purchase 572,375 shares held directly by Bernick’s spouse, (ii) 619,982 shares held directly or as a trustee of various trusts by Bernick’s spouse; and (iii) 17,911 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). 13.80%
14	Type of Reporting Person* IN

*	SEE INSTRUCTIONS


CUSIP NO. 013068101		13D		Page 3 of 7 Pages


Item 1. Security and Issuer.

	Title of Class of Securities:	Common Stock, $.22 par value per share (“shares” or “Common Stock”).

	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:	Carol L. Bernick (“Bernick”)

	(b) Address:	c/o Alberto-Culver Company 2525 Armitage Avenue Melrose Park, IL 60160

	(c) Principal Business:	Bernick, an individual, is a Director and Chairman of the Company.

	(d) Prior Criminal Convictions:	None

	(e) Prior Civil Proceedings with Respect to Federal or State Securities Laws:	None

	(f) Citizenship/Organization:	U.S. Citizen

Item 3. Source and Amount of Funds or Other Consideration.

	Not applicable.

Item 4. Purpose of Transaction.

(a) Not applicable.

(b) On January 10, 2006, the Company and its wholly-owned subsidiary, Sally Holdings, Inc. (“Sally Holdings”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Regis Corporation (“Regis”), Roger Merger Inc., a subsidiary of Regis (“Merger Sub”), and Roger Merger Subco LLC, a subsidiary of Regis (“Subco”).

Pursuant to the terms and conditions of the Merger Agreement, immediately following the pro rata distribution by the Company to its stockholders of record of one share of Sally Holdings common stock for each share of Common Stock held by them, Merger Sub will be merged (the “Merger”) with and into Sally Holdings with Sally Holdings continuing as the surviving corporation. At the effective time of and as a result of the Merger, each share of Sally Holdings common stock (other than treasury shares or shares owned by Regis) will be converted into 0.600


CUSIP NO. 013068101		13D		Page 4 of 7 Pages

shares of Regis common stock. Immediately following the consummation of the Merger, the Company’s stockholders will hold in the aggregate approximately 54.5% of the then outstanding Regis common stock, and the stockholders of Regis immediately prior to the Merger will hold the remaining approximately 45.5% of the then outstanding Regis common stock. Immediately following the Merger, the surviving corporation will merge with and into Subco, with Subco being the surviving entity.

In connection with the signing of the Merger Agreement, certain trusts (the “Family Trusts”) which are for the benefit of Lavin and his wife, Bernice E. Lavin, and their descendants, including Bernick (the “Family Members”), and a partnership whose partners are certain Family Trusts and other trusts for the benefit of certain Family Members (the “Family Partnership”) (the Family Trusts and the Family Partnership are sometimes collectively referred to herein as the “Family Stockholders”), entered into a Support Agreement dated as of January 10, 2006 with Regis (the “Support Agreement”). Among the Family Trusts entering into the Support Agreement were trusts owning an aggregate of 5,569,508 shares of Common Stock for which Bernick is trustee or co-trustee. Bernick is also deemed to beneficially own the 5,762,530 shares of Common Stock owned by the Family Partnership. Under the Support Agreement, the Family Stockholders agreed that, so long as the board of directors of the Company is recommending approval of the transactions contemplated by the Merger Agreement and the Merger Agreement has not been terminated, they would vote their shares of Common Stock in favor of the transactions contemplated by the Merger Agreement and against any action or transaction that would reasonably be expected to impede or prevent the Merger Agreement or the transactions contemplated by the Merger Agreement. Furthermore, the Family Stockholders have agreed to certain restrictions on their ability to transfer their shares of Common Stock above certain specified limits, subject to certain exceptions. These transfer restrictions continue until the consummation of the Merger or the termination of the Merger Agreement, whichever comes first. A copy of the Support Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.

The Merger Agreement also provides that Regis will enter into a Shareholders Agreement with the Family Stockholders pursuant to which, among other things, the Family Stockholders will have the right to designate an individual to be nominated to the Regis board of directors until the earlier of (i) the time the Family Stockholders no longer hold at least 5% of the issued and outstanding common stock of Regis (as calculated in accordance with the Shareholders Agreement) and (ii) the fifth anniversary of the Merger.

In connection with entering into the Merger Agreement, the Company agreed to pay the legal expenses of the Family Stockholders relating to the negotiation of the Support Agreement and the Shareholders Agreement and matters incident to the transactions contemplated by the Merger Agreement, and certain regulatory filing fees, if applicable. In addition, the Company agreed that it would not waive or amend certain provisions of the Merger Agreement including provisions relating to the composition of the board of directors of Regis at the effective time of the Merger, without the prior written consent of the Family Stockholders. In connection with the contemplated transactions, the Company entered into a Severance Agreement Amendment dated as of January 10, 2006 with Bernick (the “Severance Agreement Amendment”) in which Bernick acknowledges that the transactions under the Merger Agreement and other transaction agreements are not a Change in Control for purposes of her severance agreement. A copy of the Severance Agreement Amendment is attached hereto as Exhibit 2 and is incorporated herein by reference.

(d)-(j) Not applicable.


CUSIP NO. 013068101		13D		Page 5 of 7 Pages


Item 5. Interest in Securities of the Issuer.

	(a)	(i)	Amount of shares of Common Stock Beneficially Owned: 12,741,900 shares total: options exercisable within 60 days to purchase 244,750 shares held directly; 5,569,508 shares held as trustee or co-trustee of the Family Trusts; 139,100 shares held by the Howard and Carol Bernick Family Foundation, a charitable private foundation of which Bernick is President and a Director (the “Bernick Family Foundation”); 1,013,067 shares held by the Lavin Family Foundation, a charitable private foundation of which Bernick is Vice President and a Director (“Lavin Family Foundation”); 5,762,530 shares held by the Family Partnership; and 12,945 shares held as a participant in the Alberto-Culver Employees’ Profit Sharing Plan.

		(ii)	Percentage of shares of Common Stock Beneficially Owned: 13.80% total: 0.27% held directly; 6.03% as trustee or co-trustee of the Family Trusts; 0.16% as a Director and the President of the Bernick Family Foundation; 1.10% as a Director and Vice President of the Lavin Family Foundation; 6.24% as trustee of a Family Trust which is the general partner and a limited partner of the Family Partnership; and 0.01% as a participant in the Alberto-Culver Employees’ Profit Sharing Plan (based upon 92,071,076 shares outstanding as of December 1, 2005).

	(b)	Number of shares as to which Bernick has:

		(i)	Sole power to vote:	4,676,903^1/

		(ii)	Shared power to vote:	8,064,997^2/

		(iii)	Sole power to dispose:	10,439,433^3/

		(iv)	Shared power to dispose:	2,302,467^4/

		^1/	The 4,676,903 shares of Common Stock held by Bernick and reflected as sole power to vote include options to purchase 244,750 shares of Common Stock held directly; 4,419,208 shares held as trustee or co-trustee of the Family Trusts and 12,945 shares of Common Stock held as a participant in the Alberto-Culver Employees’ Profit Sharing Plan.

		^2/	The 8,064,997 shares of Common Stock held by Bernick and reflected as shared power to vote include 1,150,300 shares of Common Stock held as co-trustee of Family Trusts; 1,013,067 shares of Common Stock held by the Lavin Family Foundation; 139,100 shares of Common Stock held by the Bernick Family Foundation; and 5,762,530 shares of Common Stock held by the Family Partnership.

		^3/	The 10,439,433 shares of Common Stock held by Bernick and reflected as sole power to dispose include options to purchase 244,750 shares of Common Stock held directly; 4,419,208 shares held as trustee or co-trustee of the Family Trusts; 12,945 shares of Common Stock held as a participant in the Alberto-Culver Employees’ Profit Sharing Plan and 5,762,530 shares of Common Stock held by the Family Partnership.


CUSIP NO. 013068101		13D		Page 6 of 7 Pages

^4/

The 2,302,467 shares of Common Stock held by Bernick and reflected as shared power to dispose include 1,150,300 shares of Common Stock held as co-trustee of Family Trusts; 1,013,067 shares of Common Stock held by the Lavin Family Foundation; and 139,100 shares of Common Stock held by the Bernick Family Foundation.

Bernick shares the power to vote and to dispose of 150,300 shares of Common Stock held by a Family Trust with Bernice Lavin. Bernick shares the power to vote and to dispose of 1,000,000 shares of Common Stock held by Family Trusts and the 1,013,067 shares held by the Lavin Family Foundation with Leonard H. Lavin and Bernice E. Lavin Bernick shares the power to vote the 5,762,530 shares held by the Family Partnership with Leonard H. Lavin and Bernice E. Lavin. Bernick shares the power to vote and dispose of 139,100 shares held by the Bernick Family Foundation with Howard B. Bernick, Peter Bernick, Elizabeth Bernick, and Craig Bernick. Certain information regarding Mr. Lavin, Mrs. Lavin, Howard B. Bernick, Peter Bernick, Elizabeth Bernick and Craig Bernick is presented below:


(i)	Name of Person:	(1)	Leonard H. Lavin
		(2)	Bernice E. Lavin
		(3)	Howard B. Bernick
		(4)	Peter Bernick
		(5)	Elizabeth Bernick
		(6)	Craig Bernick

(ii)	Address:	(1)-(6)	2525 Armitage Avenue Melrose Park, Illinois 60160

(iii)	Principal Business:	(1)	Leonard H. Lavin, an individual, is a Director and the Chairman Emeritus of the Company
		(2)	Bernice E. Lavin, an individual, is retired
		(3)	Howard B. Bernick, an individual, is a Director and the President and Chief Executive Officer of the Company
		(4)	Peter Bernick, an individual, is a student
		(5)	Elizabeth Bernick, an individual, is a student
		(6)	Craig Bernick, an individual, is an employee of the Company

(iv)	Prior Criminal Convictions:	None

(v)	Prior Civil Proceedings with Respect to Federal or State Securities Laws:	None

(vi)	Citizenship/Organization:	U.S. Citizen

The number of shares of Common Stock beneficially owned by Bernick excludes (i) options to purchase 572,375 shares held directly by Bernick’s spouse, (ii) 619,982 shares held directly or as a trustee of various trusts by Bernick’s spouse, and (iii) 17,911 shares held by Bernick’s spouse as a participant in the Alberto-Culver Employees Profit Sharing Plan. Bernick disclaims beneficial ownership of such shares.


CUSIP NO. 013068101		13D		Page 7 of 7 Pages

(c)

Except as set forth above, during the last 60 days, no transactions in the Common Stock were effected by Bernick.

(d)

None.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for the matters described in Item 5 herein, Bernick does not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1. Support Agreement, dated as of January 10, 2006, between Regis Corporation and the Stockholders of Alberto-Culver Company listed on the signature page thereto.

Exhibit 2. Severance Agreement Amendment, dated as of January 10, 2006, between Alberto-Culver Company and Carol L. Bernick.

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: January 23, 2006



Signature:		/s/ CAROL L. BERNICK
Name/Title:		Carol L. Bernick, individually; as trustee or co-trustee of various trusts; and as an officer of two foundations.

EX-1 2 dex1.htm SUPPORT AGREEMENT Support Agreement

Exhibit 1

EXECUTION COPY

SUPPORT AGREEMENT

SUPPORT AGREEMENT (this “Agreement”), dated as of January 10, 2006, between Regis Corporation, a Minnesota corporation (“Regis”), and the Persons whose names are set forth on the signature pages hereto under the caption “Stockholders” (each individually a “Stockholder” and, collectively, the “Stockholders”).

WITNESSETH:

WHEREAS, concurrently herewith, Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”), Sally Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Alberto-Culver (“Spinco”), Regis, Roger Merger Inc., a Delaware corporation (“Merger Sub”), and Roger Merger Subco LLC, a Delaware limited liability company (“Subco”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended in accordance with its terms, the “Merger Agreement”) (All capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement);

WHEREAS, concurrently herewith, Alberto-Culver and Spinco are entering into a Separation Agreement dated as of the date hereof (as amended in accordance with its terms, the “Separation Agreement”);

WHEREAS, the Merger Agreement and Separation Agreement provide for the distribution of the shares of Spinco to the stockholders of Alberto-Culver, followed by the merger of Merger Sub with and into Spinco (the “Merger”) and the merger of the surviving corporation of the Merger with and into Subco, all upon the terms and subject to the conditions set forth therein;

WHEREAS, the Stockholders own, beneficially or of record, the aggregate number of shares of Alberto-Culver Common Stock set forth on Exhibit A hereto (such shares of Alberto-Culver Common Stock and any other shares of Alberto-Culver Common Stock of which the Stockholders acquire beneficial or record ownership after the date hereof and during the term of this Agreement are, for so long as such shares are owned by a Stockholder, collectively referred to herein as the “Subject Shares”); and

WHEREAS, as a condition to the willingness of Regis to enter into the Merger Agreement, Regis has required that the Stockholders enter into this Agreement.

NOW, THEREFORE, to induce Regis to enter into, and in consideration of Regis’ entering into, the Merger Agreement, the parties agree as follows:

ARTICLE I

Covenants of the Stockholders

Section 1.01 Voting of Subject Shares. Until the termination of this Agreement in accordance with Section 4.01, each Stockholder agrees as follows:

(a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Alberto-Culver, however called, to vote upon the Alberto-Culver Transaction Approval or any other transaction contemplated by the Merger Agreement, or in any other circumstances in which a vote or other approval with respect to the Alberto-Culver Transaction Approval or any other transaction contemplated thereby is sought, each Stockholder shall vote all of its Subject Shares in favor of the Alberto-Culver Transaction Approval and any other transaction contemplated by the Merger Agreement, as applicable, and shall vote all of its Subject Shares in favor of any other actions presented to stockholders of Alberto-Culver that are necessary or desirable in furtherance of the Alberto-Culver Transaction Approval or any other transactions contemplated by the Merger Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents.

(b) At any meeting of stockholders of Alberto-Culver (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Alberto-Culver Acquisition Proposal; or (ii) any amendment of Alberto-Culver’s certificate of incorporation or bylaws that is prohibited by the Merger Agreement or any other proposal, action or transaction involving Alberto-Culver or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Merger Agreement, the Alberto-Culver Transaction Approval, the Merger or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Alberto-Culver capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

(c) Notwithstanding anything to the contrary contained herein, if (i) the Board of Directors of Alberto-Culver shall not have made the Alberto-Culver Recommendation or (ii) the Board of Directors of Alberto-Culver or a committee thereof shall have made a Change in the Alberto-Culver Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such time, if any, as the Board of Directors of Alberto-Culver makes the Alberto-Culver Recommendation or reinstates the Alberto-Culver Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewith.

Section 1.02 Restrictions on Voting Arrangements and Transfer. From and after the date hereof and until the termination of this Agreement pursuant to Section 4.01, each Stockholder agrees that it will not (a) deposit any of its Subject Shares into a voting trust, grant any proxies, enter into any voting arrangement or understanding, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares (other than as provided herein) or (b) except for Permitted Transfers (which Transfers are not restricted hereby), Transfer (or enter into any agreement, option or other arrangement with respect to the Transfer of) all or any part of its Subject Shares if, after giving effect to such Transfer or agreement, option or other arrangement, the aggregate number of Subject Shares Transferred by the Stockholders (or covered by such agreements, options or other arrangements entered into by the Stockholders) between the date hereof and the Termination Time, when added to the Uncovered Shares, exceeds 3,400,000 (but

Subject Shares converted into shares of Regis Common Stock pursuant to the Merger Agreement and Subject Shares Transferred in Permitted Transfers are not counted as Subject Shares Transferred for this purpose). For purposes hereof, (i) “Transfer” means to directly or indirectly: sell, transfer, exchange, pledge, hypothecate, encumber, assign or otherwise dispose of (including by gift), (ii) “Constructively Owned” means owned actually or constructively pursuant to Treasury Regulation § 1.355-7(h)(8), (iii) “Code” means the Internal Revenue Code of 1986, as amended, (iv) “Permitted Transfer” means any Transfer of Subject Shares to the extent that such Transfer (A) results from the death of any individual or (B) is not treated as an acquisition for purposes of Code Section 355(e) (i.e., that there will be no decrease in percentage ownership of any “controlling shareholder” or “ten-percent shareholder” within the meaning of Treasury Regulation §1.355-7(h)(3) and -7(h)(14), respectively), (v) “Foundations” means the Howard and Carol Bernick Family Foundation and the Lavin Family Foundation, and (vi) “Uncovered Shares” means the aggregate number of shares of Alberto-Culver Common Stock Constructively Owned, as of the date hereof, by the Foundations and any Person whose ownership of Alberto-Culver Common Stock is attributable to any Stockholder pursuant to Treasury Regulation §§ 1.355-7(h)(8) or -7(h)(14) ; provided, however, that (A) Uncovered Shares shall not include the Subject Shares as of the date hereof, (B) Uncovered Shares shall not include shares of Alberto-Culver Common Stock actually owned by Howard B. Bernick, to the extent that Howard B. Bernick does not actually own more than 600,000 shares of Alberto-Culver Common Stock, and (C) with respect to any Person who agrees to become bound by the provisions (including, without limitation, all Transfer restrictions) of this Section 1.02(b) following the date hereof, Uncovered Shares shall be reduced by (1) the number of Uncovered Shares that were owned beneficially or of record by such Person on the date hereof and that are owned beneficially or of record on the date such Person agrees to become so bound (which Person shall thereupon be considered a Stockholder for purposes of this Section 1.02(b) only and which shares shall thereupon be considered Subject Shares for purposes of this Section 1.02(b) only) and (2) the number of Uncovered Shares Transferred by such Person to a Stockholder on or after the date hereof and prior to the date such Person agrees to become so bound if the Transfer of such shares would have been a Permitted Transfer had such shares been Subject Shares. Upon entering into any Transfer of its Subject Shares, the applicable Stockholder shall give Regis substantially concurrent written notice of such Transfer (and all reasonably relevant details, including the identity of the transferee, if known).

Section 1.03 No Restraint on Officer or Director Action; Etc. Notwithstanding anything to the contrary herein, Regis hereby acknowledges and agrees that no provision in this Agreement shall limit or otherwise restrict any Stockholder or any other Person (including any trustee, officer, director, member, manager or partner of any Stockholder) with respect to any act or omission that such Stockholder or such other Person may undertake or authorize in his or her capacity as a director, officer, trustee or other fiduciary of Alberto-Culver, any Subsidiary thereof or any foundation or employee benefit plan (other than a Stockholder), including any vote that such individual may make as a director of Alberto-Culver with respect to any matter presented to the Board of Directors of Alberto-Culver. The agreements set forth herein shall in no way restrict any such director, officer, trustee or other fiduciary in the exercise of his or her duties as a director, officer, trustee or other fiduciary of Alberto-Culver, any Subsidiary thereof or any foundation or employee benefit plan (other than a Stockholder). Each Stockholder has executed this Agreement solely in its capacity as the record and/or beneficial owner of its Subject Shares and no action taken by such Stockholder or any other Person in his or her

capacity as a director, officer, trustee or other fiduciary of Alberto-Culver, any Subsidiary thereof or any foundation or employee benefit plan (other than a Stockholder) shall be deemed to constitute a breach of any provision of this Agreement.

Section 1.04 Confirmation of Voting. Each Stockholder shall deliver a written notice to Regis confirming that it has voted or caused to be voted all of its Subject Shares in accordance with Section 1.01 at each of the following times: (i) no later than 5:00 pm, Eastern time, on the day that is two Business Days prior to the date of the Alberto-Culver Stockholders Meeting and (ii) no later than 2 hours prior to the commencement of the Alberto-Culver Stockholders Meeting (but nothing contained in this Section 1.04 shall eliminate or limit the right of such Stockholder to rescind or change its vote if such action is consistent with such Stockholder’s obligations under the other Sections of this Agreement).

ARTICLE II

Representations and Warranties of the Stockholders.

Each Stockholder hereby represents and warrants to Regis that as of the date hereof:

Section 2.01 Organization; Authority; Execution and Delivery, Enforceability. Such Stockholder, if it is not an individual, is duly organized or formed, validly existing and (if applicable) in good standing under the laws of the jurisdiction in which it is organized or formed. Such Stockholder (a) if it is not an individual, has all requisite power and authority, and (b) if he or she is an individual, has the legal capacity, in each case to execute and deliver this Agreement and to consummate the transactions contemplated hereby to be consummated by such Stockholder. If such Stockholder is not an individual, the execution and delivery by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby to be consummated by such Stockholder have been duly authorized by all necessary action on the part of such Stockholder. Such Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes such Stockholder’s legal, valid and binding obligation, enforceable against him, her or it in accordance with its terms. If such Stockholder is married and the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding with respect to such Subject Shares, the consent of such Stockholder’s spouse has been obtained and this Agreement is legal, valid and binding with respect to such Subject Shares. If such Stockholder is a trust, no consent of any beneficiary is required for the execution and delivery by such Stockholder of this Agreement or the consummation of the transactions contemplated hereby to be consummated by such Stockholder.

Section 2.02 No Conflicts. The execution and delivery by such Stockholder of this Agreement do not, and the consummation by such Stockholder of the transactions contemplated hereby to be consummated by such Stockholder will not, conflict with, or result in any Violation under, any provision of (a) the charter or organizational documents of such Stockholder, if it is not an individual, (b) any Contract to which such Stockholder is a party or by which any of its respective properties or assets is bound or (c) any Applicable Laws applicable to such Stockholder or its respective properties or assets.

Section 2.03 Ownership of Shares. (a) The Stockholders are the beneficial owners and the owners of record of the Subject Shares, free and clear of any Lien, (b) the Stockholders do not own, beneficially or of record, any shares of capital stock of Alberto-Culver or securities convertible into or exchangeable for shares of capital stock of Alberto-Culver, other than the Subject Shares, (c) the Stockholders have the sole right and power to vote and dispose of the Subject Shares, (d) there are no Contracts or arrangements of any kind, contingent or otherwise, obligating Stockholders to Transfer, or cause to be Transferred, any of the Subject Shares and no Person has any contractual or other right or obligation to purchase or otherwise acquire any Subject Shares, in either case other than pursuant to the trust instruments of Stockholders that are trusts, and (e) none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of any of such Subject Shares, except for this Agreement and the organizational documents or trust instruments of the Stockholders.

Section 2.04 Reliance. Such Stockholder understands and acknowledges that Regis is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

ARTICLE III

Assignment; Third Party Beneficiaries.

Section 3.01 Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Regis (whether by operation of Applicable Law or otherwise) without the prior written consent of the other parties. In the event that any Stockholder Transfers any Subject Shares in accordance with the provisions of Section 1.02, neither such Stockholder nor the Transferee shall be bound by this Agreement with respect to the Shares Transferred and the Shares Transferred shall no longer be Subject Shares; provided, however, that if any Subject Shares are Transferred by a Stockholder in a Permitted Transfer, the Transferee will be bound by the terms of this Agreement as are applicable to a Stockholder, such Subject Shares shall remain Subject Shares and such Transferring Stockholder will obtain, prior to such Transfer, the written agreement of such Affiliate to be bound by the terms of this Agreement with respect to such Subject Shares. Subject to the preceding sentences of this Section 3.01, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

ARTICLE IV

Termination.

Section 4.01 Termination. This Agreement shall terminate, without further liability or obligation of any party, including liability for damages, upon the first to occur of (a) the Effective Time and (b) the termination of the Merger Agreement (the time at which the first of such times/events occurs, the “Termination Time”). Notwithstanding the foregoing, the

provisions of Section 5.02 shall survive termination and no party shall be relieved of liability for breach by it hereunder prior to the Termination Time.

ARTICLE V

General Provisions.

Section 5.01 Amendments to this Agreement; Amendments to the Merger Agreement. No amendment, modification, termination, or waiver of any provision of this Agreement, and no consent to any departure by a Stockholder or Regis from any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by the Stockholders and Regis, and any waiver shall be effective only in the specific instance and for the specific purpose for which it is given. Notwithstanding anything to the contrary in this Agreement, the Stockholders will not be required to comply with Sections 1.01 or 1.02 of this Agreement if the Merger Agreement is amended (or a provision or condition of the Merger Agreement is waived) without the prior written consent of the Stockholders and such amendment or waiver (a) decreases the Exchange Ratio or (b) alters or modifies, or waives compliance with a covenant or condition contained in, Section 7.2, 7.21 or 8.3(d) of the Merger Agreement and has an adverse effect on the Stockholders.

Section 5.02 Disclosure. Each Stockholder hereby consents to disclosure in the Joint Proxy Statement/Prospectus and in any Schedule 13D (or other filing required under the Securities Act or the Exchange Act) relating to this Agreement filed by Regis (including, in each case, all documents and schedules filed with the SEC) of a general description of the Stockholders (but not the specific names or identity thereof unless required by Applicable Law, the NYSE or the SEC), the aggregate ownership of the Subject Shares (but not the ownership on a per Stockholder basis unless required by Applicable Law, the NYSE or the SEC) and the nature of the commitments, arrangements and understandings pursuant to this Agreement and the Shareholders Agreement; provided, that, in advance of any such disclosure, Carol L. Bernick (“CLB”), acting on behalf of the Stockholders, shall be afforded a reasonable opportunity to review and approve (not to be unreasonably withheld, conditioned or delayed) such disclosure. Except as otherwise required by Applicable Law, the NYSE or the SEC, Regis will not make any other disclosures regarding the Stockholders in any press release or otherwise without the prior written approval of CLB, acting on behalf of the Stockholders (such approval not to be unreasonably withheld, conditioned or delayed); provided, that, in advance of any such disclosure, CLB, acting on behalf of the Stockholders, shall be afforded a reasonable opportunity to review and approve (not to be unreasonably withheld, conditioned or delayed) such disclosure. Notwithstanding the foregoing, it will not be unreasonable if CLB objects to disclosure of the specific names or identity of the Stockholders or the ownership of the Subject Shares on a per Stockholder basis unless such disclosure is required by Applicable Law, the NYSE or the SEC.

Section 5.03 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) upon confirmation of receipt if delivered by telecopy or telefacsimile, (c) on the next Business Day following the date of dispatch if delivered by a recognized next-day courier service or (d) on the date of receipt if delivered by registered or certified mail, return receipt requested, postage prepaid to Regis in accordance with Section 10.2 of the Merger Agreement and to the

Stockholders at c/o Carol L. Bernick, 909 Ashland Avenue, River Forest, Illinois 60305 with a copy to: Neal Gerber & Eisenberg LLP, Two North LaSalle Street, Suite 2200, Chicago, Illinois 60602, Attention: Marshall E. Eisenberg, Facsimile No.: 312-269-1747.

Section 5.04 Interpretation. When a reference is made in this Agreement to Sections or Articles, such reference shall be to a Section or Article of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

Section 5.05 Waivers. Except as otherwise specifically provided in this Agreement, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any party hereto of a breach of any provision contained in this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision contained in this Agreement.

Section 5.06 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 5.07 No Survival. None of the representations, warranties or covenants in this Agreement or in any other document delivered pursuant to this Agreement shall survive the date this Agreement is terminated pursuant to Article V (except that the provisions of Section 5.02 shall survive termination).

Section 5.08 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to the conflicts of law principles thereof).

Section 5.09 Submission to Jurisdiction; Waivers. (a) Each of parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in any federal or state court located in the State of Delaware, and each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.

(b) Each of parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with

respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by Applicable Laws, that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.09.

Section 5.10 Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties hereto shall be entitled to pursue specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 5.11 Entire Agreement. This Agreement embodies the entire agreement and understanding of the Stockholders and Regis, and supersedes all prior agreements or understandings, with respect to the subject matter of this Agreement.

Section 5.12 Fees and Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses.

Section 5.13 Counterparts; Facsimile. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed by facsimile signatures of the parties hereto.

Section 5.14 Trustee Exculpation. When this Agreement is executed by the trustee of any trust, such execution is by the trustee, not individually but solely as trustee in the

exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing herein contained shall be construed as creating any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto by their execution hereof. Any liability hereunder of any Stockholder which is a trust shall be only that of such trust to the full extent of its trust estate and shall not be a personal liability of any trustee, grantor or beneficiary thereof.

[SIGNATURE PAGES TO FOLLOW]

EXECUTION COPY

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties as of the date hereinabove written.


REGIS CORPORATION

By:		/s/ PAUL D. FINKELSTEIN
Name:		Paul D. Finkelstein
Title:		President, Chief Executive Officer, and Chairman of the Board


STOCKHOLDERS:

1947 LIMITED PARTNERSHIP

By:	Carol L. Bernick Revocable Trust II, its General Partner

	By:	/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

2004 CLB GRANTOR ANNUITY TRUST I U/A/D 1/9/04

By:	/s/ CAROL L. BERNICK
	Carol L. Bernick, Trustee

2004 CLB GRANTOR ANNUITY TRUST II U/A/D 1/9/04

By:	/s/ CAROL L. BERNICK
	Carol L. Bernick, Trustee

2005 CLB GRANTOR ANNUITY TRUST I U/A/D 1/10/05

By:	/s/ CAROL L. BERNICK
	Carol L. Bernick, Trustee

2005 CLB GRANTOR ANNUITY TRUST II U/A/D 1/10/05

By:	/s/ CAROL L. BERNICK
	Carol L. Bernick, Trustee

2005 CLB GRANTOR ANNUITY TRUST I U/A/D 4/28/05

By:	/s/ CAROL L. BERNICK
	Carol L. Bernick, Trustee

2005 CLB GRANTOR ANNUITY TRUST II U/A/D 4/28/05

By:	/s/ CAROL L. BERNICK
	Carol L. Bernick, Trustee


BERNICE E. LAVIN TRUST U/A/D 12/18/87

By:		/s/ LEONARD H. LAVIN
		Leonard H. Lavin, Trustee

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

CAROL L. BERNICK AND CHILDREN GRAT TRUST U/A/D 9/18/01

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

CAROL L. BERNICK INVESTMENT TRUST U/A/D 7/7/97

By:		/s/ HOWARD B. BERNICK
		Howard B. Bernick, Trustee

By:		/s/ MARSHALL E. EISENBERG
		Marshall E. Eisenberg, Trustee

CAROL L. BERNICK REVOCABLE TRUST II U/A/D 4/17/02

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

CAROL L. BERNICK REVOCABLE TRUST U/A/D 4/23/93

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

CLB GRAT TRUST U/A/D 9/15/93

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

CRAIG BERNICK PROPERTY TRUST U/A/D 3/7/99

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee


CRAIG LAVIN BERNICK TRUST U/A/D 11/14/89

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

ELIZABETH BERNICK PROPERTY TRUST U/A/D 3/25/03

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

ELIZABETH CLAIRE BERNICK EXEMPT TRUST U/A/D 4/25/95

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

ELIZABETH CLAIRE BERNICK TRUST U/A/D 11/14/89

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

KSL PROPERTY TRUST II U/A/D 10/31/98

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

LEONARD H. LAVIN TRUST U/A/D 10/20/72 FBO CAROL MARIE LAVIN

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

LEONARD H. LAVIN TRUST U/A/D 12/18/87

By:		/s/ LEONARD H. LAVIN
		Leonard H. Lavin, Trustee

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee


PETER ANDREW BERNICK EXEMPT TRUST U/A/D 4/25/95

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

PETER ANDREW BERNICK TRUST U/A/D 11/14/89

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

PETER BERNICK PROPERTY TRUST U/A/D 3/21/00

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

PRESTON JAY LAVIN TRUST U/A/D 11/14/89

By:		/s/ CAROL L. BERNICK
		Carol L. Bernick, Trustee

EXECUTION COPY

EXHIBIT A

BENEFICIAL AND RECORD OWNERSHIP OF

ALBERTO-CULVER COMMON STOCK SHARES

11,359,788 shares of Alberto-Culver Common Stock

EX-2 3 dex2.htm SEVERANCE AGREEMENT AMENDMENT Severance Agreement Amendment

Exhibit 2

SEVERANCE AGREEMENT AMENDMENT

This Amendment (this “Amendment”) is entered into as of the Effective Date by and between Alberto-Culver Company, a Delaware corporation (the “Company”), and Carol Bernick (the “Executive”) and shall be deemed to be effective on the date the last party signs this Amendment (the “Effective Date”).

WHEREAS, the Company and the Executive have entered into the Severance Agreement dated as of December 1, 1996, as amended as of May 28, 1999 (the “Severance Agreement”), pursuant to which the Executive would be entitled to payments and benefits in the event that the Executive’s employment were terminated under the circumstances set forth in the Severance Agreement following, among other things, the approval by the stockholders of the Company of a transaction that constitutes a Change in Control (as defined in the Severance Agreement);

WHEREAS, the Company and Regis Corporation, a Minnesota corporation (“Regis”), may enter into a transaction whereby Regis or a subsidiary of Regis would be merged with Sally Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SHI” and such transaction, the “Transaction”);

WHEREAS, the Company intends to treat the Transaction as though it constitutes a Change in Control for the purposes of, and as such term is defined under, the Employee Stock Option Plan of 2003, Employee Stock Option Plan of 1988, 2003 Restricted Stock Plan and 1994 Restricted Stock Plan and accordingly accelerate the vesting of all options to purchase, and restricted shares of, common stock of the Company issued under such plans, including those held by the Executive;

WHEREAS, in respect of the Company’s Management Incentive Plan and the 1994 Shareholder Value Incentive Plan (the “SVIP”), the Company intends to treat the Transaction as though it constitutes a Change in Control (as such term is defined therein) for the participants in such plans, including the Executive; and

WHEREAS, the Company and the Executive desire to enter into this Amendment pursuant to which the Company and the Executive agree to amend the Severance Agreement upon the terms and subject to the conditions contained herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, and in order to induce the Company to enter into the Transaction, the Company and the Executive hereby agree as follows:

1. No Deemed Change in Control. The Company and the Executive acknowledge that the Transaction is currently contemplated to take the following form: the shares of SHI owned by the Company would be distributed to the Company’s stockholders pursuant to a tax-free spin-off of SHI and, immediately thereafter, SHI would be merged with Regis or a subsidiary of Regis and those SHI shares would be converted into shares of common stock of Regis. As a result of the Transaction under such form, SHI would become a wholly owned subsidiary of Regis. In order to resolve all issues that could arise with respect to the Severance Agreement by reason of the Transaction, the Executive, on behalf of the Executive and any person claiming through the Executive, and the Company hereby agree that the Transaction, however effected, including any actions taken in respect thereof or in connection

therewith, shall not be deemed to constitute a Change in Control for purposes of the Severance Agreement. This Amendment shall not apply or extend to any right the Executive may in the future have to any payments or benefits pursuant to the Severance Agreement by reason of the occurrence of a Change in Control unrelated to the Transaction with Regis and its affiliates.

2. Effective Date; Termination of Agreement. This Amendment shall be effective on the Effective Date. This Amendment shall terminate and be of no further force or effect, except in respect of Section 6 hereto, if and only if (a) the principal agreements related to the Transaction are not signed by the Company and Regis on or prior to March 31, 2006, or (b) such principal agreements are terminated prior to the consummation of the Transaction.

3. Scope of Agreement. Nothing in this Amendment shall be deemed to entitle the Executive to continued employment with the Company or its subsidiaries.

4. Counterparts. This Amendment may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.

5. Miscellaneous. Capitalized terms not defined herein shall have the meanings assigned to them in the Severance Agreement. This Amendment and the Severance Agreement constitute the entire understanding and agreement between the Company and the Executive with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings between the Executive and the Company with respect to such subject matter. The Severance Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms.

6. Addition of Provision Relating to Certain Taxation Matters. The following provision shall be added as new Section 3(e) of the Severance Agreement:

(e) Application of Section 409A. Notwithstanding the foregoing, if the Company, or in the event that the Company no longer exists, the Successor Company, or the Executive reasonably and in good faith determines that payment of any amount pursuant to this Agreement at the time provided for such payment would cause any amount so payable to be subject to Section 409A(a)(1) of the Code, then such amount shall instead be paid at the earliest time at which it may be paid without causing this Agreement to be subject to Section 409A(a)(1) and all of the provisions of this Agreement shall be interpreted in a manner consistent with this Section 3(e). The Company, or in the event that the Company no longer exists, the Successor Company, shall have the right to make such amendments, if any, to this Agreement as shall be necessary to avoid the application of Section 409A(a)(1) of the Code to the payments of amounts pursuant to this Agreement, and shall give prompt notice of any such amendment to the Executive. If the Company or in the event that the Company no longer exists, the Successor Company, defers payments to the Executive pursuant to this Section 3(e), then such company shall provide Executive with prompt written notice thereof, including reasonable explanation and the estimated date on which it has determined it is permitted to make the payments deferred under this Section 3(e). In any event, the payments will not take longer than 190 days from the Date of Termination, provided however that benefits provided under Section 3(c) shall extend beyond this period

pursuant to the terms of such benefits. Provided further that to the extent it is determined that Section 409A would apply to such benefits if provided immediately after the Date of Termination, such benefit shall commence as soon as possible without being subject to 409A.

For purposes of this Section 3(e), (i) the term Agreement shall be deemed to refer to this Agreement and any amendments thereto, (ii) the term “Successor Company” shall mean, in the event of any reorganization, merger, consolidation or any sale or other disposition of assets that results in a Change in Control, (A) the surviving or resulting Person or the Person acquiring the assets of the Company, and (B) the Affiliates of such Person, (iii) the term “Affiliate” shall have the meaning set forth in Rule 12b-2 of the Securities Exchange Act of 1934 and (iv) the term “Person” shall mean any individual, entity or group, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company and the Executive has executed this Amendment as of the dates set forth below.


ALBERTO-CULVER COMPANY

By:		/s/ Gary P. Schmidt
Name:		Gary P. Schmidt
Its:		Senior Vice President and General Counsel

Date:		January 10, 2006

Carol Bernick

/s/ Carol Bernick

Date:		January 10, 2006

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