Form 425
    

Filed by Alberto-Culver Company

Pursuant to Rule 425 under the Securities Act of

1933 and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

 

Subject Company:

Sally Holdings, Inc.

(Commission File No. 1-5050)


January 17-19, 2006


2
This
presentation
contains
forward-looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Such
statements
include,
but
are
not
limited
to,
statements
about
the
benefits
of
the
business
combination
transaction
involving
Alberto-
Culver
and
Regis,
including
future
financial
and
operating
results,
the
companies
plans,
objectives,
expectations
and
intentions
and
other
statements
that
are
not
historical
facts. 
Such
statements
are
based
upon
the
current
beliefs
and
expectations
of
Alberto-Culvers
and
Regis
management
and
are
subject
to
significant
risks
and
uncertainties.
Actual
results
may
differ
from
those
set
forth
in
the
forward-looking
statements.
The
following
factors,
among
others,
could
cause
actual
results
to
differ
from
those
set
forth
in
the
forward-looking
statements:
the
failure
of
Alberto-Culver
and
Regis
shareholders
to
approve
the
transaction;
the
risk
that
the
businesses
will
not
be
integrated
successfully;
failure
to
realize
cost-savings
from
the
transaction
as
a
result
of
technical,
logistical,
competitive
and
other
factors;
disruption
from
the
transaction
making
it
more
difficult
to
maintain
relationships
with
clients,
employees
or
suppliers;
competition
within
the
relevant
product
markets;
risks
inherent
in
acquisitions
and
strategic
alliances;
loss
of
one
or
more
key
employees;
loss
of
distribution
rights;
sales
by
unauthorized
distributors
in
exclusive
markets;
the
effects
of
a
prolonged
United
States
or
global
economic
downturn
or
recession;
changes
in
costs;
the
costs
and
effects
of
unanticipated
legal
or
administrative
proceedings;
health
epidemics;
adverse
weather
conditions;
and
variations
in
political,
economic
or
other
factors
such
as
currency
exchange
rates,
inflation
rates
and
interest
rates,
and
events
outside
the
control
of
Alberto-
Culver
or
Regis
that
negatively
affect
the
intended
tax
free
nature
of
the
transaction.
These
forward-looking
statements
speak
only
as
of
the
time
first
made,
and
no
undertaking
has been
made
to
update
or
revise
them
as
more
information
becomes
available.
Additional
factors that
could
cause
Alberto-Culvers
and
Regis
results
to
differ
materially
from
those
described
in the
forward-looking
statements
can
be
found
in
the
2005
Annual
Reports
on
Forms
10-K
of
Alberto-Culver
and
Regis
filed
with
the
SEC
and
available
at
the
SECs
Internet
site
(http://www.sec.gov).
Forward Looking Statements


3
Forward Looking Statements
This
communication
is
not
a
solicitation
of
a
proxy
from
any
security
holder
of
Alberto-Culver
or Regis and Alberto-Culver and Regis will be filing with the Securities and Exchange
Commission a joint proxy statement/prospectus to be mailed to security holders and other
relevant documents concerning the planned transaction involving Alberto-Culver and Regis.  
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.   Investors and security
holders
will
be
able
to
obtain
the
documents
free
of
charge
at
the
SECs
website,
www.sec.gov.
In
addition,
documents
filed
with
the
SEC
by
Alberto-Culver
will
be
available
free
of
charge
by
contacting
Alberto-Culver,
Wesley
C.
Davidson,
Vice
President,
Corporate
Development and Investor Relations at 708-450-3145.  Documents filed with the SEC by
Regis Corporation will be available free of charge by contacting
Regis, Jack Nielsen, Director
of Finance, Investor Relations and Investment Benefits, at 952-947-7000.
The
respective
directors
and
executive
officers
of
Alberto-Culver
and
Regis
and
other
persons
may be deemed to be participants in the solicitation of proxies in respect of the transaction
proposal.
Information
regarding
Alberto-Culvers
directors
and
executive
officers
is
available
in its proxy statement filed with the SEC by Alberto-Culver on December 13, 2005, and
information regarding Regis
directors and executive officers is available in its proxy
statement filed with the SEC by Regis on September 26, 2005.  Other information regarding
the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the SEC when they
become available.


4
$1.3 Billion
$900 Million
11
DISTRIBUTION
Alberto-Culver Company
$1.3 Billion
CONSUMER PRODUCTS


5
11
FY 2005 Sales (millions)
$2,254
9/30/05
Employees
+18,000
Stores
3,241
Distributor Sales Consultants
1,244
Beauty Supply Distribution


6
Differentiation
$$$
$$
$
11
Professional, Salon-Only Beauty
Brands
Products Generally Resold to
Salon Customers
Higher Income Consumer
Open-Line
Professional
Beauty
Brands
Products Generally Used in the
Salon or Home
Moderate Income Consumer


7
Beauty Supply Distribution
Sales 1980-2005
($ in millions)
BSG
7
Sally
Beauty
Supply
10
17
39
52
63
77
131
166
227
290
329
395
464
527
601
665
724
804
860
910
984
1,056
1,132
1,208
1,296
9
10
12
15
17
20
22
27
31
46
72
110
184
294
405
535
616
802
895
0
200
400
600
800
1,000
1,200
1,400
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
'00
'01
'02
'03
'04
1,359
‘05


8
Sally Beauty Supply -
Early Years


9
Sally Stores –
Something for Every Style


10
Sally Beauty Stores
Most of the SKUs at Sally are not
available in other channels
Represent as much as 60% of
some vendor’s business
Only national retail chain offering
a full line of professional beauty
supplies.
Low capital cost to open
Low rents
State of the art logistics/systems
Little seasonality


11
SALLY BEAUTY SUPPLY STORES
As of September 30, 2005
Total Stores:  2,177
in North America
WA
OR
ID
MT
WY
CA
NV
UT
AZ
NM
TX
MN
AR
LA
WI
IL
IN
OH
PA
NY
KY
TN
NC
SC
MS
AL
GA
FL
VA
WV
ME
NH 9
VT 7
38 MA
7RI
23 CT
35 MD
32
20
210
20
9
17
60
17
226
18
27
84
43
20
54
32
41
27
54
45
82
173
44
80
66
94
63
83
4
11
ND
1
SD
1
MO
MEX
23
5
2
4 DE
35 NJ
IA
NE
CO
OK
KS
MI
20
1
18
12
58
31
35
Ontario
6
29 PR


12
Sally Stores


13
A Fresh New Look on the Inside


14
Targeted Advertising


15
Sally Stores EBIT Margins (%)
11.0%
11.0%
11.2%
11.6%
11.4%
11.7%
12.4%
9.0%
9.5%
10.0%
10.5%
11.0%
11.5%
12.0%
12.5%
13.0%
1999
2000
2001
2002
2003
2004
2005


16
Salon Exclusive Distribution
Salon Exclusive Distribution
Redken
Redken
TIGI
TIGI


17
Beauty Systems Group (BSG)
Beauty Systems Group (BSG)
BSG
Sales
Consultants
BSG STORES
MATRIX
MATRIX
PAUL MITCHELL
PAUL MITCHELL
TIGI
TIGI
REDKEN
REDKEN
FAROUK
FAROUK
KIWI
KIWI


18
Beauty Systems Group (BSG)
BSG operates under
exclusive
territory
licenses
selling professional-only
brands
Possible further acquisitions;
consolidating a fragmented
industry
Synergies and scale impact
margins
State of the art logistics/
systems


19
Beauty Systems Group (BSG) -
Beauty Systems Group (BSG) -
1986
1986
Victory Beauty Systems


20
Beauty Systems Group (BSG) –
Beauty Systems Group (BSG) –
9/30/05
9/30/05
822 Stores
1,244 Professional
Sales Consultants


21
Beauty Systems Group Stores


22
BSG Store –
On the Inside


23
BSG EBIT Margins (%)
6.2%
5.9%
6.8%
7.7%
9.1%
8.8%
6.2%
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
10.0%
1999
2000
2001
2002
2003
2004
2005


24
Alberto-Culver Global
Consumer Products
Global Brands


25
Global Consumer Products Sales
$886
$955
$1,016
$1,098
$1,186
$1,306
$0
$500
$1,000
$1,500
2000
2001
2002
2003
2004
2005


26
Global Consumer Products
EBIT Margins (%)
6.0%
7.2%
8.6%
9.3%
9.8%
10.1%
4%
5%
6%
7%
8%
9%
10%
11%
2000
2001
2002
2003
2004
2005


27
Alberto-Culver:
Consistent Revenue Growth
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
($ in millions)
$3,531
$822


28
Alberto-Culver:
Consistent EPS Growth
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004*2005*
(Diluted EPS)
$0.35
$2.37 *
One Time Gains
($ per share)
* Before Non-Core Items


29
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
Excludes $.01/share special dividend paid in 1993
($ per share)
$0.07
$0.46
Alberto-Culver:
Continuous Dividend Increases


30
Alberto-Culver Company
Pre-Tax Operating Margins (%)
6.2%
7.1%
7.2%
7.0%
8.0%
8.7%
9.2%
9.6%
0.0%
5.0%
10.0%
1994
1999
2000
2001
2002
2003
2004*
2005*
* Excluding non-core items