SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
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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 Bernice E. Lavin
NEAL, GERBER & EISENBERG 2525 Armitage Avenue
Two North LaSalle Street, Suite 2200 Melrose Park, IL 60160
Chicago, Illinois 60602 (708) 450-3101
(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 5 Pages
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CUSIP NO. 013068101 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernice E. Lavin
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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
294
OF SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
7,524,266
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
294
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
7,524,266
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,524,560
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
Excluded is 922 Class B shares held directly by Lavin's spouse. Lavin
disclaims beneficial ownership of such shares.
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
23.27%
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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 5 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: Bernice E. Lavin ("Lavin")
(b) Address: c/o Bernice E. Lavin
2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business: Lavin, an individual, is a Director,
Vice Chairman, Secretary and Treasurer 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 Lavin has sole voting and investment power sold 393,936 Class B shares;
(ii) a trust, to which Lavin shares voting and investment power with Carol L.
Bernick, sold 300,600 Class B shares; (iii) a trust, to which Lavin shares
voting and investment power with Leonard H. Lavin, sold 400,000 Class B
shares; and (iv) the Lavin Family Foundation, a charitable private foundation
of which Lavin is the Treasurer and a Director (the "Lavin Family
Foundation"), to which Lavin shares voting and investment power with Leonard
H. Lavin and Carol L. Bernick, sold 240,000 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 Lavin (prior to expenses payable
by Lavin related to the offering) of $46.27 per share.
Item 4. Purpose of Transaction.
The transactions were for the Lavin 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 5 Pages
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Item 5. Interest in Securities of the Issuer.
(a) (i) Amount of Class B Shares Beneficially Owned: 7,524,560
shares total; 294 Class B shares held directly; 1,771,549 Class
B shares held as co-trustee of the Bernice E. Lavin Trust,
u/a/d 12/18/87 (the "BEL Trust"); 1,638,335 Class B shares held
as co-trustee of the 2001 BEL Grantor Annuity Trust, u/a/d
9/18/01 (the "2001 BEL GRAT"); 2,073,529 Class B shares held as
co-trustee of the Leonard H. Lavin Trust, u/a/d 12/18/87 (the
"LHL trust"); 1,760,853 Class B shares held as co-trustee of
the 2001 LHL Grantor Annuity Trust, u/a/d 9/18/01 (the " 2001
LHL GRAT"); and 280,000 Class B shares held by the Lavin Family
Foundation.
(ii) Percentage of Class B shares Beneficially Owned: 23.27% total:
.001% held directly; 5.48% as co-trustee of the BEL Trust;
5.07% as co-trustee of the 2001 BEL GRAT; 6.41% as co-trustee
of the LHL Trust; 5.45% as co-trustee of the 2001 LHL GRAT; and
.87% by the Lavin Family Foundation (based upon 32,331,640
shares outstanding as of June 12, 2002).
(b) Number of Class B Shares as to Which Lavin Has:
(i) Sole power to vote: 294/1/
(ii) Shared power to vote: 7,524,266/2/
(iii) Sole power to dispose: 294/1/
(iv) Shared power to dispose: 7,524,266/2/
/1/ The 294 Class B shares held by Lavin and reflected as sole power to
vote and sole power to dispose are held directly.
/2/ The 7,524,266 Class B shares held by Lavin and reflected as shared
power to vote and shared power to dispose include 1,771,549 shares
held by the BEL Trust; 1,638,335 shares held by the 2001 BEL GRAT;
2,073,529 shares held by the LHL Trust; 1,760,853 shares held by the
2001 LHL GRAT and 280,000 shares held by the Lavin Family Foundation.
Lavin shares the power to vote and dispose of 1,771,549 shares held by the BEL
Trust; 2,073,529 shares held by the LHL Trust; and 280,000 shares held by the
Lavin Family Foundation with Leonard H. Lavin and Carol L. Bernick. Lavin shares
the power to vote and dispose of 1,760,853 Class B shares held by the 2001 LHL
GRAT and 1,638,335 shares held by the 2001 BEL GRAT with Leonard H. Lavin.
Certain information regarding Mr. Lavin and Mrs. Bernick is presented below:
(i) Name of Person: (1) Leonard H. Lavin
(2) Carol L. Bernick
(ii) Address: (1)and 2525 Armitage Avenue
(2) Melrose Park, Illinois 60160
(iii) Principal Business: (1) Leonard H. Lavin, an individual, is
a Director and the Chairman of the
Company
(2) Carol L. Bernick, an individual, is
a Director, Vice Chairman, Assistant
Secretary of the Company and
President Alberto-Culver Consumer
Products Worldwide, a division of
the Company.
(iv) Prior Criminal
Convictions: None.
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CUSIP NO. 013068101 13D Page 5 of 5 Pages
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(v) Prior Civil Proceedings with Respect
to Federal or State Securities Laws: None.
(vi) Citizenship/Organization: U.S. Citizen.
Excluded are 922 Class B shares held directly by Lavin's husband. Lavin
disclaims beneficial ownership of such shares held by her spouse and they are
not included above.
The shares owned by Lavin and the percentage holdings specified herein also do
not reflect the 395,378 Class A shares held by Lavin Family Foundation, 64 Class
A shares held by the BEL Trust, 5,704 Class A shares held by the LHL Trust, or
100,200 and 307,648 Class A shares held by Lavin solely in her capacity as
co-trustee of a trust and trustee or co-trustee of trusts respectively, for the
benefit of Lavin's children and grandchildren.
(c) None, except as reported 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.
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/ Bernice E. Lavin
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Name/Title: Bernice E. Lavin, individually; as trustee or
co-trustee of various trusts and as an officer of
the Lavin Family Foundation.