Schedule 13D/A

 

 

 

 

 

 

 

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 A COMMON STOCK, $.22 PAR VALUE PER SHARE

(Title of Class of Securities)

 

 

013068200

(CUSIP Number)

 

 

Marshall E. Eisenberg

  

Leonard H. Lavin

NEAL, GERBER & EISENBERG

  

2525 Armitage Avenue

Two North LaSalle Street, Suite 2200

  

Melrose Park, Illinois 60160

Chicago, Illinois 60602

  

(708) 450-3100

(312) 269-8020

    

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

 

 

May 19, 2003

(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 5 Pages

 

CUSIP NO. 013068200

  

13D

  

Page 2 of 5 Pages

 

  1.




  

Name of Reporting Person, I.R.S. Identification No. of above person

 

Leonard H. 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 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

 

        0**     

 

  8.    Shared Voting Power

 

        7,451,806**         

 

  9.    Sole Dispositive Power

 

        0**         

 

10.    Shared Dispositive Power

 

        7,451,806**     

 

11.




  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,451,806**             

 

    

12.




  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

Excluded are 375,608 Class A shares held by Lavin’s spouse as trustee or co-trustee of trusts for the benefit of their children and grandchildren. Lavin disclaims beneficial ownership of such shares.            

 

  

x

 

13.




  

Percent of Class Represented by Amount in Row (11)

 

22.30%**    

 

    

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 5 Pages

 

Item 1.    Security and Issuer.

 

Title of Class of Securities:

  

Class A common stock, $.22 par value per share

(“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:

  

Leonard H. Lavin (“Lavin”)

(b)    Address:

  

c/o Leonard H. Lavin

2525 Armitage Avenue

Melrose Park, IL 60160

(c)    Principal Business:

  

Lavin, 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.

    On May 21, 2003, the Leonard H. Lavin Trust, u/a/d 12/18/87 (the “LHL Trust”), to which Lavin shares voting and investment power with Bernice E. Lavin and Carol L. Bernick, sold 15,000 Class B shares in the open market at an average price of $50.36 per share. On May 20, 2003, the LHL Trust sold 45,600 Class B shares in the open market at an average price of $50.47 per share. On May 19, 2003, the LHL Trust sold 119,300 Class B shares in the open market at an average price of $50.56 per share. On May 16, 2003, the LHL Trust sold 95,100 Class B shares in the open market at an average price of $50.89 per share.

In addition, on April 7 2003, (i) 922 Class B shares held directly by Leonard H. Lavin were transferred to the LHL Trust and (ii) 294 Class B shares held directly by Bernice E. Lavin were transferred to the Bernice E. Lavin Trust, u/a/d 12/18/87 (the “BEL Trust”), to which Lavin shares voting and investment power with Bernice E. Lavin and Carol L. Bernick.

Item 4.    Purpose of Transaction.

The transactions were for the Lavin 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.

 

 

13D

CUSIP No. 013068200

   

Page 4 of 5 Pages

 

Item 5.    Interest in Securities of the Issuer.

   

(a)

   

(i)    

   

Amount of Class A Shares Beneficially Owned: 7,451,806 shares total; 2,863,225 Class B shares

             

and 64 Class A shares held as co-trustee of the BEL Trust; 2,645,104 Class B shares and 5,704 Class A shares held as co-trustee of the LHL Trust; 546,953 Class B shares held as co-trustee of the 2001 BEL Grantor Annuity Trust, u/a/d 9/18/01 (the “2001 BEL GRAT”); 715,378 Class B shares held as co-trustee of the 2001 LHL Grantor Annuity Trust, u/a/d 9/18/01 (the “2001 LHL GRAT”); and 395,378 Class A shares and 280,000 Class B shares held by the Lavin Family Foundation, a charitable private foundation of which Lavin is the President and a Director (the “Lavin Family Foundation”).

        

(ii)

   

Percentage of Class A Shares Beneficially Owned: 22.30% total: 9.79% as co-trustee of the BEL Trust; 9.14% as co-trustee of the LHL Trust; 2.03% as co-trustee of the 2001 BEL GRAT; 2.64% as co-trustee of the 2001 LHL GRAT; and 2.53% by the Lavin Family Foundation (based on 26,372,577 Class A shares outstanding as of May 15, 2003).

        

**

   

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 Lavin have been converted into Class A shares.

   

(b)

   

Number of Class A Shares as to Which Lavin Has:

        

(i) Sole power to vote:

   

0

        

(ii) Shared power to vote:

   

7,451,8061

        

(iii) Sole power to dispose:

   

0

        

(iv) Shared power to dispose:

   

7,451,8061

1        The 7,451,806 shares held by Lavin and reflected as shared power to vote and shared power to dispose include 2,863,225 Class B shares and 64 Class A shares held by the BEL Trust; 2,645,104 Class B shares and 5,704 Class A shares held by the LHL Trust; 546,953 Class B shares held by the 2001 BEL GRAT; 715,378 Class B shares held by the 2001 LHL GRAT; and 395,378 Class A shares and 280,000 Class B shares held by the Lavin Family Foundation.

 

Lavin shares the power to vote and dispose of the 2,645,104 Class B shares and 5,704 Class A shares held by the LHL Trust, 2,863,225 Class B shares and the 64 Class A shares held by the BEL Trust, and 395,378 Class A shares and 280,000 Class B shares held by the Lavin Family Foundation with Bernice E. Lavin, and Carol L. Bernick. Lavin shares the power to vote and dispose of the 715,378 Class B shares held by the 2001 LHL GRAT and the 546,953 Class B shares held by the 2001 BEL GRAT with Bernice E. Lavin. The following information is presented with respect to Mrs. Lavin and Mrs. Bernick, respectively:

   

(i)

   

Name of Person:

   

(1)      

   

Bernice E. Lavin

             

(2)      

   

Carol L. Bernick

   

(ii)

   

Address:

   

(1),(2)

   

2525 Armitage Avenue

                  

Melrose Park, Illinois 60160

   

(iii)

   

Principal Business:

   

(1)      

   

Bernice E. Lavin, an individual, is a Director, Vice Chairman, Treasurer and Secretary of the Company.

             

(2)      

   

Carol L. 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.

     

13D

CUSIP No. 013068200

   

Page 5 of 5 Pages

 

   

(iv)

   

Prior Criminal Convictions:        None.

   

(v)

   

Prior Civil Proceedings With Respect to Federal or State Securities Laws:        None.

   

(vi)

   

Citizenship/Organization:        U.S. Citizen.

   

Excluded are 375,608 Class A shares held by Lavin’s spouse as trustee or co-trustee of trusts for the benefit of their children and grandchildren. Lavin disclaims beneficial ownership of such shares.

(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: May 23, 2003

 

 

Signature:

  

/s/    Leonard H. Lavin        

Name/Title:

  

Leonard H. Lavin, individually; as co-trustee of various trusts and as an officer of the Lavin Family Foundation.