SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
ALBERTO-CULVER COMPANY
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(Name of Issuer)
CLASS A COMMON STOCK, $.22 PAR VALUE PER SHARE
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(Title of Class of Securities)
013068200
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 2002
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(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
SCHEDULE 13D
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CUSIP NO. 013068200 Page 2 of 6 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Carol L. Bernick
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S. Citizen
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SOLE VOTING POWER
7
NUMBER OF 4,913,481**
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,273,424**
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,913,481**
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
5,273,424**
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
11
10,186,905**
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
12 Excluded are 839,100 Class A shares and 88,682 Class B shares held
directly by Bernick's spouse; 47,910 Class B shares and 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 11,570 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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.61%**
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TYPE OF REPORTING PERSON*
14
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.
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CUSIP NO. 013068200 13D Page 3 of 6 Pages
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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
North America, 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 April 18, 2002, the (i) 2001 BEL Grantor Annuity Trust, u/a/d 9/18/01,
to which Bernick has no voting or investment power, transferred 948,000
shares of Class B Common Stock, $.22 par value per share (the "Class B
shares"), to the Bernice E. Lavin Trust, u/a/d 12/18/87 (the "BEL Trust"),
to which Bernick shares 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, transferred 1,250,000 Class B shares to the Leonard H. Lavin Trust,
u/a/d 12/18/87 (the "LHL Trust"), to which Bernick shares voting and
investment power; and (iii) 2001 CLB Grantor Annuity Trust, u/a/d 9/18/01
(the "CLB 2001 Trust"), to which Bernick has sole voting and investment
power, transferred 63,525 Class A shares and 398,165 Class B shares to the
Carol L. Bernick Revocable Trust, u/a/d 4/23/93 (the "Revocable Trust"),
and the Carol L. Bernick Revocable Trust II, u/a/d 4/17/02 (the "Revocable
Trust II"), respectively.
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.
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CUSIP NO. 013068200 13D Page 4 of 6 Pages
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Item 5. Interest in Securities of the Issuer.
(a) (i) Amount of Class A Shares Beneficially Owned: 10,186,905 Class A
shares total; 327,805 Class A shares and 104,476 Class B shares
held as trustee of the Revocable Trust; 398,165 Class B shares
held as trustee of the Revocable Trust II; 845,529 Class B shares
held as co-trustee of the CLB Grantor Annuity Trust (the "CLB
Trust"); 698,710 Class B shares and 111,475 Class A shares held
as trustee of the CLB 2001 Trust; 1,928,817 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 BEL Trust; 2,073,529 Class B shares and 5,704 Class A shares
held as co-trustee of the LHL Trust; 222,527 Class B shares held
as trustee of a trust for the benefit of Bernick's nephew (the
"Nephew Trust"); 100,000 Class B shares held as trustee of the
Lavin Survivorship Insurance Trust II (the "Lavin Survivorship
Trust"); 100,200 Class A shares and 300,600 Class B shares held
as co-trustee of a trust for Bernick's benefit; 80,088 Class A
shares and 87,528 Class B 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 520,000 Class B
shares held by Lavin Family Foundation; 35,000 Class A shares and
71,400 Class B shares held by the Howard and Carol Bernick Family
Foundation; and 8,361 Class B shares held as a participant in the
Alberto-Culver Employees' Profit Sharing Plan.
(ii) Percentage of Class A Shares Beneficially Owned: 29.61% total;
1.70% as trustee of the Revocable Trust; 1.55% as trustee of the
Revocable Trust II; 3.24% as co-trustee of the CLB Trust; 3.12%
as trustee of the CLB 2001 Trust; 7.09% as trustee of the
Property Trust; 6.55% as co-trustee of the BEL Trust; 7.60% as
co-trustee of the LHL Trust; .87% as trustee of the Nephew Trust;
.42% as trustee of the Lavin Survivorship Trust; 1.57% as
co-trustee of a trust for Bernick's benefit; .66% as trustee of
the Family Members Trusts; 3.55% by Lavin Family Foundation; .42%
by the Howard and Carol Bernick Family Foundation; and .03% as a
participant in the Alberto-Culver Employees' Profit Sharing Plan
(based upon 25,267,424 Class A shares outstanding as of December
31, 2001).**
** 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: 4,913,481/1/
(ii) Shared power to vote: 5,273,424/2/
(iii) Sole power to dispose: 4,913,481/1/
(iv) Shared power to dispose: 5,273,424/2/
/1/ The 4,913,481 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; 398,165 Class B shares held as trustee of the Revocable
Trust II; 845,529 Class B shares held as trustee of the CLB
Trust; 698,710 Class B shares and 111,475 Class A shares held as
trustee of the CLB 2001 Trust; 1,928,817 Class B shares held as
trustee of the Property Trust; 222,527 Class B shares held as
trustee of the Nephew Trust; 100,000 Class B shares held as
trustee of the Lavin Survivorship Trust; 80,088 Class A shares
and 87,528 Class B shares held as trustee of the Family Members
Trusts; and 8,361 Class B shares held as a participant in the
Alberto-Culver Employees Profit Sharing Plan.
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CUSIP NO. 013068200 13D Page 5 of 6 Pages
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/2/ The 5,273,424 shares held by Bernick and reflected as shared
power to vote and shared power to dispose include 100,200 Class A
shares and 300,600 Class B shares held as co-trustee of a trust
for her benefit; 395,378 Class A shares and 520,000 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
520,000 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 her parents, Mr. Lavin and Mrs.
Lavin. Bernick, in her capacity as co-trustee of a trust for her benefit, shares
the power to vote and dispose of 100,200 Class A shares and 300,600 Class B
shares held by such trust with Mrs. 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 her spouse, Mr. 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
Excluded are 839,100 Class A shares and 88,682 Class B shares held directly by
Bernick's spouse; 47,910 Class B shares and 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 11,570 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.
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CUSIP NO. 013068200 13D Page 6 of 6 Pages
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(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: April 23, 2002
Signature: /s/ Carol L. Bernick
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Name/Title: Carol L. Bernick, individually; as trustee or co-trustee of
various trusts; and as an officer of various foundations.