-----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, SLMVWYXnA3p6EQxXtCDJ+x0YuqpsE22/KM/fAK1Q4Gu86tKLZW3QBn6mfBJY/sFi RsSy00LK6cvUJJtW+bUY9A== 0000950131-99-004559.txt : 19990809 0000950131-99-004559.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950131-99-004559 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990802 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: 99674662 BUSINESS ADDRESS: STREET 1: 2525 ARMITAGE AVE CITY: MELROSE PARK STATE: IL ZIP: 60160 BUSINESS PHONE: 7084503039 MAIL ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERNICK HOWARD B CENTRAL INDEX KEY: 0001027733 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 8474393939 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* -------------- ALBERTO-CULVER COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $.22 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 013068200 --------------------------------------------------- (CUSIP Number) Marshall E. Eisenberg (312) 269-8020 Howard B. Bernick (708) 450-3400 NEAL, GERBER & EISENBERG 2525 Armitage Avenue Two North LaSalle Street, Suite 2200 Melrose Park, Illinois 60160 Chicago, Illinois 60602 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 1999 --------------------------------- (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 (S)(S) 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 (S)240.13d-7(b) 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). (Continued on following page(s)) Page 1 of 5 Pages - ----------------------- --------------------- CUSIP NO. 013068200 13D Page 2 of 5 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) HOWARD B. BERNICK - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 Not applicable. (See Item 3 below.) - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT 5 TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,447,379** SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 94,060** OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,447,379** PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 94,060** - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,541,439** - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [X] Excluded are 920,408 Class A shares (including options exercisable within 60 days to acquire 107,844 Class A shares) and 5,501,466 Class B shares (including 8,152 Class B shares held as a participant in the Alberto- Culver Employees' Profit Sharing Plan (the "Profit Sharing Plan") which are held by Bernick's spouse (Carol L. Bernick) either directly or as trustee or co-trustee of trusts. Bernick disclaims beneficial ownership of such shares. - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.48%** - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS ** 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 90 days to acquire Class A shares. - ----------------------- --------------------- CUSIP NO. 013068200 13D Page 3 of 5 Pages - ----------------------- --------------------- Item 1. Security and Issuer. Title of Class of Securities: Class A Common Stock, $.22 par value per share (the "Class A shares") Name and Address of Issuer: Alberto-Culver Company (the "Company") 2525 Armitage Avenue Melrose Park, IL 60160 Item 2. Identity and Background. (a) Name of Person Filing: Howard B. Bernick ("Bernick") (b) Address: 2525 Armitage Avenue Melrose Park, IL 60160 (c) Principal Business: Bernick, an individual, is a Director, President and Chief Executive Officer of the Company. (d) Prior Criminal Convictions: None (e) Prior Civil Proceedings With Respect to Federal or State Securities Laws: None (f) Citizenship: U.S. Citizen Item 3. Source and Amount of Funds or Other Consideration. On August 1, 1999, options previously granted to Bernick to purchase an additional 156,250 Class A shares will become exercisable within the following 90 days. These options were granted to him in his capacity as President and Chief Executive Officer of the Company under the Alberto- Culver Stock Option Plan ("ACSOP"). Item 4. Purpose of Transaction. See Item 3 above. Item 5. Interest in Securities of the Issuer. (a) (i) Amount of Class A Shares Beneficially Owned: 1,541,439 shares total: 836,100 Class A shares (includes 296,100 shares subject to options currently exercisable or exercisable within 90 days. Of such 296,100 shares subject to options, 139,850 are currently exercisable, 93,250 will become exercisable on September 30, 1999 and 63,000 will become exercisable on October 30, 1999) and 600,000 Class B shares held directly; 45,000 Class A shares held by the Bernick Family Foundation (a charitable foundation); 11,279 Class B shares held in Bernick's Profit Sharing Plan account and 5,100 Class A shares and 43,960 Class B shares held as one of three trustees of the Carol L. Bernick Investment Trust, u/a/d 7/7/97, fbo his children (the "Investment Trust"). - ----------------------- --------------------- CUSIP NO. 013068200 13D Page 4 of 5 Pages - ----------------------- --------------------- (ii) Percentage of Class A Shares Beneficially Owned: 6.48% total: 6.05% directly; .20% by the Bernick Family Foundation; .05% as a participant in the Profit Sharing Plan and .21% as co-trustee of the Investment Trust (based on 22,828,797 Class A shares outstanding as of June 30, 1999).** ** Pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended, these calculations assume that all Class B shares beneficially owned by Bernick have been converted into Class A shares and that all options held by Bernick which are either exercisable currently or within 60 days have been exercised. As additional options to acquire 63,000 Class A shares will become exercisable within 90 days, they have also been included in the applicable holdings and percentages. Without including these 63,000 shares, the percentage of Class A shares beneficially owned by Bernick would be 6.23% and the percentage of Class A shares beneficially owned directly by Bernick would be 5.80%. (b) Number of Shares as to Which Such Person Has: (i) Sole power to vote: 1,447,379 (ii) Shared power to vote: 94,060/1/ (iii) Sole power to dispose: 1,447,379 (iv) Shared power to dispose 94,060/1/ An additional 920,408 Class A shares (including 107,844 subject to stock options exercisable within 60 days) and 5,501,466 Class B shares (including 8,152 Class B shares held as a participant in the Profit Sharing Plan) are held by Bernick's spouse either directly or as trustee or co-trustee of trusts. Bernick disclaims beneficial ownership of such shares and they are not included above. /1/ Bernick, in his capacity as co-trustee of the Investment Trust, shares the power to vote and dispose of 5,100 Class A shares and 43,960 Class B shares held by the Investment Trust with Marshall E. Eisenberg and Rachel Nisker, and Bernick shares the power to vote and dispose of 45,000 Class A shares held by the Bernick Family Foundation with Carol L. Bernick. Certain information regarding Mr. Eisenberg, Ms. Nisker and Mrs. Bernick is presented below: (i) Name of Person: (1) Marshall E. Eisenberg (2) Rachel Nisker (3) Carol L. Bernick (ii) Address: (1) Neal, Gerber & Eisenberg Two North LaSalle St., Suite 2200 Chicago, Illinois 60602 (2) 65 Strathearn Road Toronto, Ontario, Canada M6C1R5 (3) 2525 Armitage Avenue Melrose Park, Illinois 60160 (iii) Principal Business: (1) Marshall E. Eisenberg, an individual, is an attorney and a partner in the law firm, Neal, Gerber & Eisenberg, Chicago, Illinois. - ----------------------- --------------------- CUSIP NO. 013068200 13D Page 5 of 5 Pages - ----------------------- --------------------- (2) Rachel Nisker, an individual, is unemployed. (3) Carol L. Bernick, an individual, is a Director, Vice Chairman and Assistant Secretary of the Company, and President of Alberto- Culver North American, a division of the Company. (iv) Prior Criminal Convictions: (1-3) None. (v) Prior Civil Proceedings With Respect to Federal or State Securities Laws: (1-3) None. (vi) Citizenship: (1) U.S. Citizen. (2) Canadian Citizen. (3) U.S. Citizen. (c) See Item 3 above. In addition, on June 16, 1999, 2700 Class A shares were gifted to Bernick as one of three co-trustees of the Investment Trust. (d) None, except as described in footnote 1. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 30, 1999 Signature: /s/ Howard B. Bernick --------------------------------------- Name/Title: Howard B. Bernick, individually, and as co-trustee of a trust for the benefit of his children. -----END PRIVACY-ENHANCED MESSAGE-----