SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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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)
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).
Page 1 of 6 Pages
SCHEDULE 13D
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CUSIP NO. 013068101 Page 2 of 6 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
5 TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.Citizen
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SOLE VOTING POWER
7
NUMBER OF 4,394,113
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 4,737,078
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,394,113
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,737,078
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 9,131,191
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 Excluded are 88,682 Class B shares held directly by Bernick's spouse;
47,910 Class B shares held by Bernick's spouse as co-trustee 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. [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 28.24%
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TYPE OF REPORTING PERSON
14 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 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 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 398,165 Class B shares to the Carol L. Bernick Revocable
Trust II, u/a/d 4/17/02 (the "Revocable Trust II").
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. 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: 9,131,191 shares
total: 104,476 shares held as trustee of the Carol L. Bernick
Revocable Trust, u/a/d 4/23/93 (the Revocable Trust"); 398,165
shares held as trustee of the Revocable Trust II; 845,529 shares
held as co-trustee of the CLB Grantor Annuity Trust (the "CLB
Trust"); 698,710 Class B shares held as trustee of the CLB 2001
Trust; 1,928,817 shares held as trustee of the KSL Property Trust
II (the "Property Trust"); 1,771,549 shares held as co-trustee of
the BEL Trust; 2,073,529 shares held as co-trustee of the LHL
Trust; 71,400 shares held by the Howard and Carol Bernick Family
Foundation; 222,527 shares held as trustee of a trust for the
benefit of Bernick's nephew (the "Nephew Trust"); 100,000 shares
as trustee of the Lavin Survivorship Insurance Trust II (the
"Lavin Survivorship Trust"); 300,600 shares held as co-trustee of
a trust for Bernick's benefit; 87,528 shares as trustee of trusts
for the benefit of certain of Bernick's family members (the
"Family Members Trusts"); 520,000 shares held by Lavin Family
Foundation (a charitable private foundation of which Bernick is a
Director and Vice President); and 8,361 shares held as a
participant in the Alberto-Culver Employees' Profit Sharing Plan.
(ii) Percentage of Class B Shares Beneficially Owned: 28.24% total:
.32% as trustee of the Revocable Trust; 1.23% as trustee of the
Revocable Trust II; 2.62% as co-trustee of the CLB Trust; 2.16%
as trustee of the CLB 2001 Trust; 5.97% 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; .69% as
trustee of the Nephew Trust; .31% as trustee of the Lavin
Survivorship Trust; .93% as co-trustee of a trust for Bernick's
benefit; .27% as trustee of the Family Members Trusts; 1.61% as a
Director and Vice President of 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
December 31, 2001).
(b) Number of Class B Shares as to which Bernick and Property Trust have:
(i) Sole power to vote: 4,394,113/1/
(ii) Shared power to vote: 4,737,078/2/
(iii) Sole power to dispose: 4,394,113/1/
(iv) Shared power to dispose: 4,737,078/2/
/1/ The 4,394,113 shares held by Bernick and reflected as sole
power to vote and sole power to dispose include 104,476
Class B shares held as trustee of the Revocable Trust;
398,165 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 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; 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.
/2/ The 4,737,078 shares held by Bernick and reflected as shared
power to vote and shared power to dispose include 300,600
Class B shares held as co-trustee of a trust for her
benefit; 520,000 Class B shares held by the Lavin Family
Foundation; 1,771,549 Class B shares held as co-trustee of
the BEL Trust; 2,073,529 Class B shares held as co-trustee
of the LHL Trust; and 71,400 Class B shares held by the
Howard and Carol Bernick Family Foundation.
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CUSIP NO. 013068101 13D Page 5 of 6 Pages
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Bernick shares the power to vote and dispose of the 520,000 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 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 300,600 shares held by such trust with Mrs. Lavin. Bernick shares
the power to vote and dispose of 71,400 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
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; 104,476 Class A shares held as trustee of the Revocable Trust;
111,475 Class A shares held by the CLB 2001 Trust; 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 and 839,100 Class A shares held
directly by Bernick's spouse; 5,100 Class A shares and 47,910 Class B
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 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: 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.