SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13 )*
----
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 Carol L. Bernick
NEAL, GERBER & EISENBERG 2525 Armitage Avenue
Two North LaSalle Street, Suite 2200 Melrose Park, Illinois 60160
Chicago, Illinois 60602 (708) 450-3051
(312) 269-8020
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 2002
--------------------------------------------------------------------------------
(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).
(Continued on following page(s))
Page 1 of 6 Pages
------------------------- -------------------------
CUSIP NO. 013068200 13D Page 2 of 6 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 SOLE VOTING POWER
7
OF SHARES 2,041,940**
---------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY 4,732,824**
---------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,041,940**
---------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
4,732,824**
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON *
6,774,764**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
Excluded are 839,100 Class A shares and 88,682 Class B shares held
directly by Bernick's spouse; 5,100 Class A shares held by Bernick's
spouse as co-trustee of a trust for the benefit of Mr. and Mrs. Bernick's
children; and 11,587 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).
21.56%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
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.
------------------------- -------------------------
CUSIP NO. 013068200 13D Page 3 of 6 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: Carol L. Bernick ("Bernick")
(b) Address: c/o Carol L. Bernick
2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business: Bernick, an individual, is a Director, Vice Chairman and
Assistant Secretary of the Company, and President
Alberto-Culver Consumer Products Worldwide, a division
of the Company.
(d) Prior Criminal Convictions: None
(e) Prior Civil Proceedings with None
Respect to Federal or State
Securities Laws:
(f) Citizenship/Organization: U.S. Citizen
Item 3. Source and Amount of Funds or Other Consideration.
On July 2, 2002 pursuant to an underwritten public offering, (i) trusts
to which Bernick has sole voting and investment power sold 2,871,554
Class B shares, (ii) a trust, to which Bernick shares voting and
investment power with Bernice E. Lavin, sold 300,600 Class B shares,
and (iii) the Lavin Family Foundation, a charitable private foundation
of which Bernick is Vice President and a Director (the "Lavin Family
Foundation"), to which Bernick shares voting and investment power with
Leonard H. Lavin and Bernice E. Lavin, sold 240,000 Class B shares, in
each case at an initial price to the public of $48.20 per share, less
an underwriting discount of $1.93 per share, for a price to Bernick
(prior to expenses payable by Bernick related to the offering) of
$46.27 per share.
Item 4. Purpose of Transaction.
The transactions were for the Bernick family's estate planning rather
than corporate purposes. The transactions were not undertaken for
purposes of effecting any of the actions listed in this item.
------------------------- -------------------------
CUSIP NO. 013068200 13D Page 4 of 6 Pages
------------------------- -------------------------
Item 5. Interest in Securities of the Issuer.
(a) (i) Amount of Class A Shares Beneficially Owned: 6,774,764
Class A shares total; 327,805 Class A shares and 104,476
Class B shares held as trustee of the Carol L. Bernick
Revocable Trust, u/a/d 4/23/93 ("Revocable Trust");
100,000 Class B shares held as trustee of the Carol L.
Bernick Revocable Trust II, u/a/d 4/17/02 (the "Revocable
Trust II"); 282,740 Class B shares held as co-trustee of
the CLB Grantor Annuity Trust, u/a/d 9/15/93 (the "CLB
Trust"); 111,475 Class A shares held as trustee of the
2001 CLB Grantor Annuity Trust, u/a/d 9/18/01 (the "CLB
2001 Trust"); 1,026,982 Class B shares held as trustee of
the KSL Property Trust II (the "Property Trust");
1,771,549 Class B shares and 64 Class A shares as
co-trustee of the Bernice E. Lavin Trust, u/a/d 12/18/87
(the "BEL Trust"); 2,073,529 Class B shares and 5,704
Class A shares held as co-trustee of the Leonard H. Lavin
Trust, u/a/d 12/18/87 (the "LHL Trust"); 100,200 Class A
shares held as co-trustee of a trust for Bernick's
benefit; 80,088 Class A shares as trustee of trusts for
the benefit of certain of Bernick's family members (the
"Family Members Trusts"); 395,378 Class A shares and
280,000 Class B shares held by the Lavin Family
Foundation; 35,000 Class A shares and 71,400 Class B
shares held by the Howard and Carol Bernick Family
Foundation, a charitable private foundation of which
Bernick is President and a director; and 8,374 Class B
shares held as a participant in the Alberto-Culver
Employees' Profit Sharing Plan.
(ii) Percentage of Class A Shares Beneficially Owned: 21.56%
total; 1.67% as trustee of the Revocable Trust; .39% as
trustee of the Revocable Trust II; 1.09% as co-trustee of
the CLB Trust; .43% as trustee of the CLB 2001 Trust;
3.84% as trustee of the Property Trust; 6.45% as
co-trustee of the BEL Trust; 7.48% as co-trustee of the
LHL Trust; .39% as co-trustee of a trust for Bernick's
benefit; .31% as trustee of the Family Members Trusts;
2.60% by Lavin Family Foundation; .41% by the Howard and
Carol Bernick Family Foundation; and .03% as a participant
in the Alberto-Culver Employees' Profit Sharing Plan
(based upon 25,708,144 Class A shares outstanding as of
June 12, 2002).**
** 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 has:
(i) Sole power to vote: 2,041,940/1/
(ii) Shared power to vote: 4,732,824/2/
(iii) Sole power to dispose: 2,041,940/1/
(iv) Sole power to dispose: 4,732,824/2/
/1/ The 2,041,940 shares held by Bernick and reflected as sole
power to vote and sole power to dispose include 327,805
Class A shares and 104,476 Class B shares held as trustee
of the Revocable Trust; 100,000 Class B shares held as
trustee of the Revocable Trust II; 282,740 Class B shares
held as trustee of the CLB Trust; 111,475 Class A shares
held as trustee of the CLB 2001 Trust; 1,026,982 Class B
shares held as trustee of the Property Trust; 80,088 Class
A shares held as trustee of the Family Members Trusts; and
8,374 Class B shares held as a participant in the
Alberto-Culver Employees Profit Sharing Plan.
------------------------- -------------------------
CUSIP NO. 013068200 13D Page 5 of 6 Pages
------------------------- -------------------------
/2/ The 4,732,824 shares held by Bernick and reflected as
shared power to vote and shared power to dispose include
100,200 Class A shares held as co-trustee of a trust for
her benefit; 395,378 Class A shares and 280,000 Class B
shares held by the Lavin Family Foundation; 1,771,549
Class B shares and 64 Class A shares held as co-trustee of
the BEL Trust; 2,073,529 Class B shares and 5,704 Class A
shares held as co-trustee of the LHL Trust; and 35,000
Class A shares and 71,400 Class B shares held by the
Howard and Carol Bernick Family Foundation.
Bernick shares the power to vote and dispose of the 395,378 Class A
shares and 280,000 Class B shares held by Lavin Family Foundation,
1,771,549 Class B shares and 64 Class A shares held by the BEL Trust,
and 2,073,529 Class B shares and 5,704 Class A shares held by the LHL
Trust, with Leonard H. Lavin and Bernice E. Lavin. Bernick shares the
power to vote and dispose of 100,200 Class A shares held by such trust
with Bernice E. Lavin. Bernick shares the power to vote and dispose of
35,000 Class A shares and 71,400 Class B shares held by the Howard and
Carol Bernick Family Foundation with Howard B. Bernick and Marshall E.
Eisenberg. Certain information regarding Mr. Lavin, Mrs. Lavin, Mr.
Bernick and Mr. Eisenberg is presented below:
(1) 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 60160
(4) Neal, Gerber & Eisenberg
Two North LaSalle
Street, Suite 2200
Chicago, Illinois 60602
(iii) Principal Business: (1) Leonard H. Lavin, an
individual, is a
Director and the
Chairman of the Company.
(2) Bernice E. Lavin, an
individual, is a
Director and the Vice
Chairman, Secretary and
Treasurer of the
Company.
(3) 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 None
Convictions:
(v) Prior Civil None
Proceedings with
Respect to Federal
or State Securities
Laws:
(vi) Citizenship/ U.S. Citizen
Organization:
------------------------- -------------------------
CUSIP NO. 013068200 13D Page 6 of 6 Pages
------------------------- -------------------------
Excluded are 839,100 Class A shares and 88,682 Class B shares held
directly by Bernick's spouse; 5,100 Class A shares held by Bernick's
spouse as co-trustee of a trust for the benefit of Mr. and Mrs.
Bernick's children; and 11,587 Class B shares held by Bernick's spouse
as a participant in the Alberto-Culver Employees' Profit Sharing Plan.
Bernick disclaims beneficial ownership of the shares held by her spouse
and they are not included above.
(c) None, except as 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: July 8, 2002
Signature: /s/ Carol L. Bernick
------------------------------------------------------
Name/Title: Carol L. Bernick, individually; as trustee
or co-trustee of various trusts;
and as an officer of various
foundations.