SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16 )*
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)
September 21, 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 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 |
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| 2. | Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Source of Funds*
Not applicable |
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| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨ | ||
| 6. | Citizenship or Place of Organization
U.S. Citizen |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
3,932,144 ** 8. Shared Voting Power
6,391,075 ** 9. Sole Dispositive Power
3,932,144 ** 10. Shared Dispositive Power
6,391,075 ** | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,323,219 ** |
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| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
Excluded are (i) options to purchase 388,000 Class A shares and 38,750 Class B shares and (ii) 477,291 Class A shares and 88,682 Class B shares, held directly by Bernick’s spouse; 18,500 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 11,699 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. |
¨
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| 13. | Percent of Class Represented by Amount in Row (11)
29.12% ** |
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| 14. | Type of Reporting Person
IN |
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* 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 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 September 21, 2003 the (i) 2001 BEL Grantor Annuity Trust, u/a/d 9/18/01, to which Bernick has no voting or investment power, was terminated and the securities held by such trust were distributed to the following residual beneficiary: 546,953 Class B shares to the Carol L. Bernick and Children GRAT Trust, u/a/d 9/18/01 (the “CLB 2001 Trust”), to which Bernick has sole voting and investment power; (ii) 2001 LHL Grantor Annuity Trust, u/a/d 9/18/01, to which Bernick has no voting or investment power, was terminated and the securities held by such trust were distributed to the following residual beneficiary: 715,378 Class B shares to the CLB 2001 Trust, to which Bernick has sole voting and investment power; and (iii) 2001 CLB Grantor Annuity Trust, u/a/d 9/18/01, to which Bernick has sole voting and investment power, was terminated and the securities held by such trust were distributed to the following residual beneficiary: 111,475 Class A shares to a trust for the benefit of Bernick’s children, to which Bernick has no voting or investment power.
| 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: 10,323,219 Class A shares total; options to purchase 147,000 Class A shares and 17,500 Class B shares held directly; 314,405 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 (the “Revocable Trust”); 361,809 Class A shares and 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”); 482,562 Class B shares held as co-trustee of the CLB GRAT Trust, u/a/d 9/15/93 (the “CLB Trust”); 1,262,331 Class B shares held as co-trustee of the CLB 2001 Trust; 26,536 Class A shares held as trustee of a trust for the benefit of her daughter (the “Daughter’s Trust”); 1,026,982 Class B shares held as trustee of the KSL Property Trust II (the “Property Trust”); 2,863,225 Class B shares and 64 Class A shares held as co-trustee of the Bernice E. Lavin Trust, u/a/d 12/18/87 (the “BEL Trust”); 2,645,104 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 held 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, a charitable private foundation of which Bernick is Vice President and a Director (the “Lavin Family Foundation”); 35,000 Class A shares and 66,400 Class B shares held by the Howard and Carol Bernick Family Foundation, a charitable private foundation of which Bernick is President and a director (the “Bernick Family Foundation”); and 8,455 Class B shares held as a participant in the Alberto-Culver Employees’ Profit Sharing Plan. | ||||||||
| (ii) |
Percentage of Class A Shares Beneficially Owned: 29.12% total; .62% directly; 1.58% as trustee of the Revocable Trust; 1.74% as trustee of the Revocable Trust II; 1.79% as co-trustee of the CLB Trust; 4.56% as co-trustee of the CLB 2001 Trust; .10% as trustee of the Daughter’s Trust; 3.74% as trustee of the Property Trust; 9.77% as co-trustee of the BEL Trust; 9.12% as co-trustee of the LHL Trust; .38% as co-trustee of a trust for Bernick’s benefit; .30% as trustee of the Family Members Trusts; 2.53% by the Lavin Family Foundation; .38% by the Bernick Family Foundation; and .03% as a participant in the Alberto-Culver Employees’ Profit Sharing Plan (based upon 26,433,301 Class A shares outstanding as of June 30, 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 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 Lavin has: | |||||||||
| (i) Sole power to vote: | 3,932,1441 | |||||||||
| (ii) Shared power to vote: | 6,391,0752 | |||||||||
| (iii) Sole power to dispose: | 3,932,1441 | |||||||||
| (iv) Shared power to dispose: | 6,391,0752 | |||||||||
| 1 | The 3,932,144 shares held by Bernick and reflected as sole power to vote and sole power to dispose include 147,000 Class A shares and 17,500 Class B shares held directly; 314,405 Class A shares and 104,476 Class B shares held as trustee of the Revocable Trust; 361,809 Class A shares and 100,000 Class B shares held as trustee of the Revocable Trust II; 482,562 Class B shares held as trustee of the CLB Trust; 1,262,331 Class B shares held as co-trustee of the CLB 2001 Trust; 26,536 Class A shares held by the Daughter’s 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 8,455 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 6,391,075 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; 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; and 35,000 Class A shares and 66,400 Class B shares held by the 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 the Lavin Family Foundation, 2,863,225 Class B shares and 64 Class A shares held by the BEL Trust, and 2,645,104 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 as co-trustee of a trust for her benefit with Bernice E. Lavin. Bernick shares the power to vote and dispose of 35,000 Class A shares and 66,400 Class B shares held by the 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:
| (i) | 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 Convictions: | None. | ||||||
| (v) | Prior Civil Proceedings With | |||||||
| Respect to Federal or State | ||||||||
| Securities Laws: | None. | |||||||
| (vi) | Citizenship/Organization: | U.S. Citizen. | ||||||
| CUSIP NO. 013068200 | 13D | Page 6 of 6 Pages |
Excluded are (i) options to purchase 388,000 Class A shares and 38,750 Class B shares and (ii) 477,291 Class A shares and 88,682 Class B shares, held directly by Bernick’s spouse; 18,500 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 11,699 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: September 23, 2003
| Signature: |
/s/ Carol L. Bernick | |
| Name/Title: |
Carol L. Bernick, individually; as trustee or co-trustee of various trusts; and as an officer of several foundations. | |