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 vendors 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 |
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