-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, svCS6FGWs5VptUp8c06ahmnKrhtSmEbc0eN/MHRs/d+sX8wuraUljwUaIp4g/j2W 5Yu/HB2Q8/67ol/slagviQ== 0000003327-94-000017.txt : 19940919 0000003327-94-000017.hdr.sgml : 19940919 ACCESSION NUMBER: 0000003327-94-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940916 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBERTO CULVER CO CENTRAL INDEX KEY: 0000003327 STANDARD INDUSTRIAL CLASSIFICATION: 2844 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: 005-10375 FILM NUMBER: 94549221 BUSINESS ADDRESS: STREET 1: 2525 ARMITAGE AVE CITY: MELROSE PARK STATE: IL ZIP: 60160 BUSINESS PHONE: 7084503000 MAIL ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAVIN BERNICE E CENTRAL INDEX KEY: 0000904860 STANDARD INDUSTRIAL CLASSIFICATION: 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 MAIL ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 SC 13D/A 1 B. LAVIN 41194 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* 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 (312)269-8020 Bernice E. Lavin (708)450-3101 NEAL GERBER & EISENBERG 2525 Armitage Two North LaSalle St., Suite 2200 Melrose Park, IL 60160 Chicago, IL 60602 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 1994 (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. Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). CUSIP NO. 013068101 13D 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BERNICE E. LAVIN 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 BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 847,670 8 SHARED VOTING POWER 1,762,300 9 SOLE DISPOSITIVE POWER 847,670 10 SHARED DISPOSITIVE POWER 1,762,300 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,609,970 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * X Excluded are 2,623,230 shares held by Lavin's spouse. Lavin has no beneficial interest in such shares and beneficial interest in them is disclaimed. 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 15.53% 14 TYPE OF REPORTING PERSON * IN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 013068101 13D 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BEL April, 1994 Grantor Annuity Trust 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 BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois Trust NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER 1,600,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,600,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * Not applicable. 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 9.52% 14 TYPE OF REPORTING PERSON * 00 * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 013068101 13D Item 1. Security and Issuer. Title of Class of Securities: Class B Common Stock, $.22 par value per share Name and Address of Issuer: Alberto-Culver Company ("Alberto") 2525 Armitage Avenue Melrose Park, IL 60160 Item 2. Identity and Background. (a) Name of Person Filing: (1) Bernice E. Lavin ("Lavin") (2) BEL April, 1994 Grantor Annuity Trust ("BEL Trust") (b) Address: c/o Bernice E. Lavin 2525 Armitage Avenue Melrose Park, IL 60160 (c) Principal Business: 1) Lavin is a Director, Vice President, Secretary and Treasurer of Alberto. 2) 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 Item 3. Source and Amount of Funds or Other Consideration. Not applicable. On April 11, 1994, 1,100,000 shares were transferred by Carol L. Bernick, as trustee of the Bernice E. Lavin Grantor Annuity Trust, dated 1/28/93, for the benefit of Bernice E. Lavin, to Lavin individually. Thereafter, on April 11, 1994, Lavin transferred 1,100,000 shares to herself and Carol L. Bernick, an adult child of Lavin, as co- trustees of the BEL Trust. On April 11, 1994, Lavin also transferred 500,000 shares held as trustee of the Bernice E. Lavin Trust, dated December 18, 1987 ("Lavin Trust"), for her benefit, to herself and Carol L. Bernick, as co-trustees of the BEL Trust. Thereafter, on April 11, 1994, Lavin, as trustee of the Lavin Trust, transferred 25,000 shares to herself, individually. Lastly, Lavin transferred 25,000 shares to Carol L. Bernick, as trustee of the Lavin Survivorship Insurance Trust, for the benefit of Leonard H. Lavin and Bernice E. Lavin. Item 4. Purpose of Transaction. Dispositions of securities were caused by trust funding as indicated under Item 3 above. The transfers and transactions were for the Lavin family's estate planning rather than corporate purposes. The transfers were not undertaken for purposes of effecting any of the actions listed in this item. Item 5. Interest in Securities of the Issuer. (a) Amount of Class B Common Stock Beneficially Owned: 2,609,970 shares total as of April 11, 1994: 520,806 shares directly; 1,600,000 as co-trustee of the BEL Trust; 12,000 shares by Lavin Family Foundation (a charitable foundation of which Lavin is the Treasurer and a Director); and 150,300 shares and 326,864 shares, respectively, as co-trustee of a trust and sole trustee of trusts, respectively, for the benefit of Lavin's children and grandchildren. CUSIP NO. 013068101 13D (a) Percentage of Class B Common Stock: 15.53% total: 3.1% directly; 9.52% as co-trustee of the BEL Trust; .1% by Lavin Family Foundation (a charitable foundation of which Lavin is the Treasurer and a Director); and .9% and 1.9%, respectively, as co-trustee of a trust and sole trustee of trusts, respectively, for the benefit of Lavin's children and grand- children (based upon 16,801,842 Class B shares outstanding as of March 31, 1994). (b) Number of Shares as to Which Such Person Has: Lavin BEL Trust (i) Sole power to vote: 847,670 -0- (ii) Shared power to vote: 1,762,300 1,600,000 (iii)Sole power to dispose: 847,670 -0- (iv) Shared power to dispose 1,762,300 1,600,000 520,806 shares directly owned and 326,864 shares held as sole trustee of trusts for the benefit of Lavin's children and grand- children. 1,600,000 held as co-trustee of the BEL Trust; 12,000 shares held in the name of Lavin Family Foundation (a charitable foundation of which Lavin is the Treasurer and a Director); and 150,300 shares held as co-trustee of a trust for the benefit of one of Lavin's adult children. Lavin shares the power to vote the 12,000 shares held by Lavin Family Foundation with her husband, Leonard H. Lavin, and one of her adult children, Carol L. Bernick. Lavin is co-trustee together with Carol L. Bernick of a trust for the benefit of Carol L. Bernick which holds 150,300 shares and the BEL Trust which holds 1,600,000 shares. The following information is pre- sented with respect to Leonard H. Lavin and Carol B. Bernick, respectively. (a) Name of Person: Leonard H. Lavin Carol L. Bernick (b) Address: 2525 Armitage Avenue Melrose Park, Illinois 60160 (c) Principal Business: Leonard H. Lavin, an individual, is a Director, Chairman and Chief Executive Officer of Alberto. Carol L. Bernick, an individual, is a Director and Executive Vice President and Assistant Secretary of Alberto. (d) Prior Criminal None Convictions: (e) Prior Civil Proceedings None with Respect to Federal or State Securities Laws: CUSIP NO. 013068101 13D (f) Place of Organization: U.S. Citizen An additional 2,623,230 shares of Alberto Class B Common Stock and 587,852 shares of Alberto Class A Common Stock (which are not included above) are held by Lavin's husband. Lavin has no beneficial interest in such shares and beneficial ownership of them is disclaimed. The Class B shares owned by Lavin and the percentage holdings specified herein also do not reflect the 103,044 shares of Alberto Class A Common Stock held in the name of Lavin Family Foundation, or 50,100 shares and 184,664 shares of Alberto Class A Common Stock, respectively, held by Lavin solely in her capacity as co-trustee of a trust and sole trustee of trusts, respectively, for the benefit of Lavin's children and grandchildren. (c) None, except as indicated in Item 3. (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. 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: September 8, 1994 Signature: /s/ Bernice E. Lavin Name/Title: Bernice E. Lavin, individually and as co-trustee of the BEL April, 1994 Grantor Annuity Trust and another trust and as sole trustee of trusts for the benefit of her children and grandchildren -----END PRIVACY-ENHANCED MESSAGE-----