SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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
NEAL, GERBER & EISENBERG Leonard H. Lavin
Two North LaSalle Street, Suite 2200 2525 Armitage Avenue
Chicago, Illinois 60602 Melrose Park, IL 60160
(312) 269-8000 (708) 450-3100
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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
Leonard H. 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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7 SOLE VOTING POWER
NUMBER OF 922
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7,524,266
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 922
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 7,524,266
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,525,188
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
Excluded are 294 Class B shares held directly by Lavin's spouse. Lavin
disclaims beneficial ownership of such shares.
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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: Leonard H. Lavin ("Lavin")
(b) Address: c/o Leonard H. Lavin
2525 Armitage Avenue
Melrose Park, IL 60160
(c) Principal Business: Lavin, an individual, is a Director
and Chairman 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) a
trust, to which Lavin shares voting and investment power with Bernice E.
Lavin, sold 400,000 Class B shares; and (ii) the Lavin Family
Foundation, a charitable private foundation of which Lavin is the
President and a Director (the "Lavin Family Foundation"), to which Lavin
shares voting and investment power with Bernice E. Lavin and Carol L.
Bernick, 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 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: 7,525,188 shares
total; 922 shares held directly; 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");
1,638,335 shares held as co-trustee of the 2001 BEL Grantor
Annuity Trust, u/a/d 9/18/01 (the "2001 BEL GRAT"); 1,760,853
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
shares held by the Lavin Family Foundation.
(ii) Percentage of Class B Shares Beneficially Owned: 23.27%
total: .003% held directly; 5.48% as co-trustee of the BEL
Trust; 6.41% as co-trustee of the LHL Trust; 5.07% as
co-trustee of the 2001 BEL GRAT; 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: 922/1/
(ii) Shared power to vote: 7,524,266/2/
(iii) Sole power to dispose: 922/1/
(iv) Shared power to dispose: 7,524,266/2/
/1/ The 922 shares held by Lavin and reflected as sole power to vote
and sole power to dispose are held directly.
/2/ The 7,524,266 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; 2,073,529 shares held by the LHL Trust; 1,638,335
shares held by the 2001 BEL GRAT; 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 Bernice E. Lavin, and Carol L. Bernick. Lavin
shares the power to vote and dispose of 1,638,335 shares held by the 2001 BEL
GRAT and 1,760,853 shares held by the 2001 LHL GRAT with Bernice E. Lavin.
Certain information regarding Mrs. Lavin and Mrs. Bernick is presented below:
(i) Name of Person: (1) Bernice E. Lavin
(2) Carol L. Bernick
(ii) Address: (1) and 2525 Armitage Avenue
(2) Melrose Park, Illinois
60160
(iii) Principal Business: (1) Bernice E. Lavin, an
individual, is a
Director, Vice Chairman,
Treasurer and Secretary
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 is 294 Class B shares held directly by Lavin's spouse. Lavin
disclaims beneficial ownership of such shares held by his 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, 5,704 Class A shares held by the LHL Trust, and the 64
Class A shares held by the BEL Trust.
(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/ Leonard H. Lavin
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Name/Title: Leonard H. Lavin, individually; as trustee or co-trustee of
various trusts and as an officer of the Lavin Family Foundation.