SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16 )*
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ALBERTO-CULVER COMPANY
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(Name of Issuer)
CLASS B COMMON STOCK, $.22 PAR VALUE PER SHARE
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(Title of Class of Securities)
013068101
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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, IL 60160
Chicago, Illinois 60602 (708) 450-3051
(312) 269-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 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).
Page 1 of 6 Pages
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CUSIP NO. 013068101 13D Page 2 of 6 Pages
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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 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 7 SOLE VOTING POWER
1,522,572
OF SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
4,196,478
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
1,522,572
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
4,196,478
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,719,050
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
Excluded are 88,682 Class B shares held directly by Bernick's spouse;
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.
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
17.69%
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14 TYPE OF REPORTING PERSON *
IN
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* SEE INSTRUCTIONS
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CUSIP NO. 013068101 13D Page 3 of 6 Pages
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Item 1. Security and Issuer.
Title of Class of Securities: Class B Common Stock, $.22 par value per share
("shares" or "Class B 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 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 and
diversification 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. 013068101 13D Page 4 of 6 Pages
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Item 5. Interest in Securities of the Issuer.
(a) (i) Amount of Class B Shares Beneficially Owned: 5,719,050
shares total: 104,476 Class B shares held as trustee of
the Carol L. Bernick Revocable Trust, u/a/d 4/23/93 (the
"Revocable Trust"); 100,000 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"); 1,026,982 shares held as trustee of the
KSL Property Trust II (the "Property Trust"); 1,771,549
shares held as co-trustee of the Bernice E. Lavin Trust,
u/a/d 12/18/87 (the "BEL Trust"); 2,073,529 shares held as
co-trustee of the Leonard H. Lavin Trust, u/a/d 12/18/87
(the "LHL Trust"); 71,400 shares held by the Howard and
Carol Bernick Family Foundation, a charitable private
foundation of which Bernick is President and a Director;
280,000 shares held by the Lavin Family Foundation; and
8,374 shares held as a participant in the Alberto-Culver
Employees' Profit Sharing Plan.
(ii) Percentage of Class B Shares Beneficially Owned: 17.69%
total: .32% as trustee of the Revocable Trust; .31% as
trustee of the Revocable Trust II; .87% as co-trustee of
the CLB Trust; 3.18% as trustee of the Property Trust;
5.48% as co-trustee of the BEL Trust; 6.41% as co-trustee
of the LHL Trust; .22% as a Director and the President of
the Howard and Carol Bernick Family Foundation; .87% as a
Director and Vice President of the Lavin Family
Foundation; and .03% as a participant in the
Alberto-Culver Employees' Profit Sharing Plan (based upon
32,331,640 Class B shares outstanding as of June 12,
2002).
(b) Number of Class B Shares as to which Bernick has:
(i) Sole power to vote: 1,522,572/1//
(ii) Shared power to vote: 4,196,478/2//
(iii) Sole power to dispose: 1,522,572/1//
(iv) Shared power to dispose: 4,196,478/2//
1/ The 1,522,572 shares held by Bernick and reflected
as sole power to vote and sole power to dispose
include 104,476 Class B shares held by the
Revocable Trust; 100,000 shares held as trustee of
the Revocable Trust II; 282,740 shares held by the
CLB Trust; 1,026,982 Class B shares held by the
Property Trust; and 8,374 Class B shares held as a
participant in the Alberto-Culver Employees' Profit
Sharing Plan.
2/ The 4,196,478 shares held by Bernick and reflected
as shared power to vote and shared power to dispose
include 280,000 shares held by the Lavin Family
Foundation; 1,771,549 Class B shares held by the
BEL Trust; 2,073,529 Class B shares held by the LHL
Trust; 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 280,000 shares held by Lavin
Family Foundation, 1,771,549 shares held by the BEL Trust, and 2,073,529 shares
held by the LHL Trust with Leonard H. Lavin and Bernice E. Lavin. Bernick shares
the power to vote and dispose of 71,400 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:
(i) Name of Person: (1) Leonard H. Lavin
(2) Bernice E. Lavin
(3) Howard B. Bernick
(4) Marshall E. Eisenberg
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CUSIP NO. 013068101 13D Page 5 of 6 Pages
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(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
The shares owned by Bernick and the percentage ownership specified herein does
not reflect 100,200 Class A shares held as co-trustee of a trust for her
benefit; 327,805 Class A shares held as trustee of the Revocable Trust; 111,475
Class A shares held as trustee of the 2001 CLB GRAT; 395,378 Class A shares held
by the Lavin Family Foundation; 80,088 Class A shares held as trustee of the
Family Members Trusts; 64 Class A shares held as co-trustee of the BEL Trust;
5,704 Class A shares held by the LHL Trust; and 35,000 Class A shares held by
the Howard and Carol Bernick Family Foundation.
Also excluded are 88,682 Class B shares held directly by Bernick's spouse; 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 held by her spouse and they are not included above.
(c) None, except as reported in Item 3 above.
(d) None.
(e) Not applicable.
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CUSIP NO. 013068101 13D Page 6 of 6 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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
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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.