UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED:
SEPTEMBER 30, 2001
-OR-
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File No. 1-5050
ALBERTO-CULVER COMPANY
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2257936
--------------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2525 Armitage Avenue
Melrose Park, Illinois 60160
---------------------------------------- ------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (708)450-3000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
---------------------------------------------- ---------------------------
Class A Common Stock, par value $.22 per share New York Stock Exchange
Class B Common Stock, par value $.22 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES X NO ___
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of common stock held by non-affiliates (assuming for
this purpose only that all directors and executive officers are affiliates) on
November 16, 2001 was $841.0 million for Class A Common Stock and $750.0 million
for Class B Common Stock.
At November 16, 2001, there were 24,840,026 shares of Class A Common Stock
outstanding and 32,525,619 shares of Class B Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Parts I and II ....... Portions of annual report to stockholders for the year
ended September 30, 2001, as specifically described
herein.
Part III ............. Portions of proxy statement and notice of annual
meeting of stockholders on January 24, 2002, as
specifically described herein.
FORWARD-LOOKING STATEMENTS
--------------------------
This Annual Report on Form 10-K and the documents incorporated by reference
herein may contain certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements are based on management's current
expectations and assessments of risks and uncertainties and reflect various
assumptions concerning anticipated results, which may or may not prove to be
correct. Some of the factors that could cause actual results to differ
materially from estimates or projections contained in such forward-looking
statements include the pattern of brand sales, including variations in sales
volume within periods; competition within the relevant product markets,
including pricing, promotional activities, continuing customer acceptance of
existing products, loss of distributorship rights and the ability to develop and
successfully introduce new products; risks inherent in acquisitions and
strategic alliances; the effects of a prolonged United States or global economic
downturn or recession; changes in labor costs, raw material prices or
promotional expenses; the costs and effects of unanticipated legal or
administrative proceedings; variations in political, economic or other factors
such as currency exchange rates, inflation rates, expansive trends, tax changes,
legal and regulatory changes or other external factors over which Alberto-Culver
Company has no control. Alberto-Culver Company has no obligation to update any
forward-looking statement in this Annual Report on Form 10-K or any incorporated
document.
PART I
ITEM 1. BUSINESS
-----------------
BUSINESS SEGMENTS AND GEOGRAPHIC AREA INFORMATION
-------------------------------------------------
Alberto-Culver Company and its consolidated subsidiaries (herein referred to
collectively as the "company," unless indicated otherwise) have three principal
business segments. The company's consumer products business includes two
segments, "Alberto-Culver North America" and "Alberto-Culver International," and
includes developing, manufacturing, distributing and marketing branded consumer
products worldwide. Alberto-Culver North America includes the company's consumer
products operations in the United States and Canada while Alberto-Culver
International sells consumer products in more than 120 other countries.
The classes of products in the Alberto-Culver North America and the
Alberto-Culver International business segments include health and beauty care
products as well as food and household products. Health and beauty care products
accounted for approximately 37%, 39% and 39% of the company's consolidated net
sales for the years ended September 30, 2001, 2000 and 1999, respectively. Food
and household products accounted for approximately 5%, 5% and 6% of the
company's consolidated net sales for the years ended September 30, 2001, 2000
and 1999, respectively.
The company's third segment, "Specialty distribution - Sally", consists of Sally
Beauty Company ("Sally Beauty"), a distributor of professional beauty supplies
through its Sally Beauty Supply stores and its Beauty Systems Group full-service
operations. Sales of the Specialty distribution - Sally business segment
accounted for approximately 58%, 56% and 55% of the company's consolidated net
sales for the years ended September 30, 2001, 2000 and 1999, respectively.
Financial information about business segments and geographic area information is
incorporated herein by reference to the "Business Segments and Geographic Area
Information" note of "Notes to Consolidated Financial Statements" in the
company's annual report to stockholders for the year ended September 30, 2001.
ALBERTO-CULVER NORTH AMERICA
----------------------------
The company's major health and beauty care products marketed in the United
States include the ALBERTO VO5, TRESemme and CONSORT lines of hair care
products, the ST. IVES SWISS FORMULA line of hair and skin care products, FDS
feminine deodorant sprays and the SOFT AND BEAUTIFUL, JUST FOR ME,
-2-
COMB-THRU, TCB and MOTIONS lines of hair care products for the ethnic market.
Food and household products sold in the United States include MRS. DASH
salt-free seasoning blends, MOLLY MCBUTTER butter flavor sprinkles, SUGARTWIN
sugar substitute and STATIC GUARD anti-static spray.
In Canada, the company sells most of the products marketed in the United States
along with the ALBERTO EUROPEAN and ALBERTO BALSAM lines of hair care products.
The Alberto-Culver North America segment also includes the manufacturing of
custom label products in the United States for other companies.
ALBERTO-CULVER INTERNATIONAL
----------------------------
The company manufactures, markets and distributes health and beauty products
throughout Scandinavia and Europe through its Cederroth International subsidiary
headquartered in Sweden. Major products include SALVE adhesive bandages, ALBERTO
VO5 hair care products, SAMARIN antacids, SELTIN salt substitute, JORDAN
toothbrushes, TOPZ cotton buds, SAVETTE wet wipes, BLIW liquid soaps, DATE
anti-perspirants and cologne for women, FAMILY FRESH shampoo and shower
products, SUKETTER artificial sweetener, the ST. IVES SWISS FORMULA line of hair
and skin care products, HTH and L300 skin care products, GRUMME TVATTSAPA
detergents and PHARBIO natural pharmaceuticals. SORAYA skin care products are
sold in Poland and Eastern Europe.
In the United Kingdom, the company manufactures and markets products such as the
ALBERTO VO5, Advanced ALBERTO VO5, ALBERTO BALSAM and TRESemme lines of hair
care products and the ST. IVES SWISS FORMULA line of hair and skin care
products. INDOLA professional hair colors, shampoos, conditioners and styling
products are marketed throughout Europe and other international markets.
In Latin America, the significant products sold by the company include the
ALBERTO VO5, GET SET and ANTIALL lines of hair care products, the ST. IVES SWISS
FORMULA line of hair and skin care products, VERITAS soap and deodorant body
powder products and FARMACO soap products.
Other major international markets for the company include Australia, Italy and
New Zealand.
SPECIALTY DISTRIBUTION - SALLY
------------------------------
Sally Beauty Company operates a network of Sally Beauty Supply cash-and-carry
professional beauty supply stores and also sells professional beauty products to
hairdressers, beauticians and cosmetologists through its Beauty Systems Group
full-service distribution business. Sally Beauty Supply stores provide salon
owners, hairdressers and consumers with an extensive selection of hair care and
skin care products, cosmetics, styling appliances and other beauty items.
Sally's Beauty Systems Group distributes products in exclusive, licensed
territories in the Northeast, Midwest, Midsouth, East and Southeast United
States and portions of Canada. Beauty Systems Group sells only to the
professional market through its stores and approximately 550 professional
distributor sales consultants. As of September 30, 2001, Sally Beauty, including
its Beauty Systems Group, had 2,428 stores in the United States, Puerto Rico,
the United Kingdom, Canada, Japan and Germany.
PRODUCT DEVELOPMENT AND MARKETING
---------------------------------
Many of the company's consumer products are developed in the company's
laboratories. New products introduced by the company are assigned product
managers who guide the products from development to the consumer. The product
managers are responsible for the overall marketing plans for the products and
coordinate advertising, promotion and market research activities.
The company allocates a large portion of its revenues to the advertising,
promotion and market research of consumer products. Net earnings are materially
affected by these expenditures, which are charged to income in the period
incurred. Advertising, promotion and market research expenditures were $305.1
million in 2001, $286.4 million in 2000 and $259.7 million in 1999.
-3-
Advertising, promotion and market research expenditures relating to a new
product will ordinarily constitute a higher percentage of sales than in the case
of a well-established product. There can be no assurance that such expenditures
will result in consumer acceptance and profitability for a product.
The company regards television as the best medium for its advertising and uses
it to conduct extensive network, spot and cable television advertising
campaigns. The company also advertises through other media such as newspapers,
magazines and radio as well as through Sally Beauty Company's direct mailings to
professional customers.
Extensive advertising and promotion are required to build and protect a
product's market position. The company believes there is significant consumer
awareness of its major brands and that such awareness is an important factor in
the company's operating results.
COMPETITION
-----------
The domestic and international markets for the company's branded consumer
products are highly competitive and sensitive to changes in consumer preferences
and demands. The company's competitors range in size from large, highly
diversified companies (some of which have substantially greater financial
resources than the company) to small, specialized producers. The company
competes on the basis of product quality and price and believes that brand
loyalty and consumer acceptance are important factors. The company's markets are
characterized by frequent introductions of competitive products and by the entry
of other manufacturers as new competitors, both of which are typically
accompanied by extensive advertising and promotional campaigns. Such campaigns
are often very costly and can significantly affect the sales and earnings of the
company and its competitors.
Sally Beauty Company experiences domestic and international competition from a
wide range of retail outlets, including mass merchandisers, drug stores and
supermarkets, carrying a full line of health and beauty products. In addition,
Sally Beauty competes with local and regional beauty supply stores and
full-service dealers selling directly to salons through both professional
distributor sales consultants and cash and carry outlets open only to salon
professionals. Sally also faces competition from certain manufacturers which use
their own sales forces to distribute their professional beauty products directly
to salons.
DISTRIBUTION IN THE UNITED STATES
---------------------------------
Retail health and beauty care products and food and household products are sold
through the company's sales force and independent brokers calling upon wholesale
drug establishments and retail outlets such as supermarkets, drug stores, mass
merchandisers and variety stores.
Professional hair care products in the United States (primarily for the ethnic
market) are sold by company sales representatives and brokers to beauty supply
outlets and to beauty distributors who in turn sell to beauty salons, barber
shops and beauty schools.
SALLY BEAUTY COMPANY DISTRIBUTION
---------------------------------
Sally Beauty Company, including its Beauty Systems Group, sells professional
beauty supplies through its 2,428 stores located in 47 states, Puerto Rico, the
United Kingdom, Canada, Japan and Germany. Sally Beauty Supply stores are
self-service, cash-and-carry and are primarily located in strip shopping
centers. Sally operates the world's largest chain of professional beauty supply
stores and as such is a major customer of some of the company's competitors in
the personal care products industry. In addition, Sally's Beauty Systems Group
distributes products in exclusive, licensed territories in the Northeast,
Midwest, Midsouth, East and Southeast United States and portions of Canada and
sells only to the professional market through its stores and approximately 550
professional distributor sales consultants. Sally sells Alberto-Culver North
America's professional hair care products, but these products represent only a
small portion of Sally's selection of salon brands.
-4-
FOREIGN OPERATIONS
------------------
Products of the company are sold in more than 120 countries or geographic
regions, primarily through direct sales by subsidiaries, independent
distributors and licensees.
The company's foreign operations are subject to risks inherent in transactions
involving foreign currencies and political uncertainties.
EMPLOYEES
---------
In its domestic and foreign operations, the company had approximately 16,100
full-time equivalent employees as of September 30, 2001, consisting of
approximately 9,600 hourly personnel and 6,500 salaried employees. At September
30, 2000, the company had approximately 15,300 full-time equivalent employees.
The increase in employees during fiscal year 2001 is principally due to the
expansion of Sally's Beauty Systems Group full-service operations and the growth
in the number of Sally Beauty Supply stores.
Certain subsidiaries of the company have union contracts covering production,
warehouse, shipping and maintenance personnel. The company considers relations
with its employees to be satisfactory.
REGULATION
----------
The company is subject to the regulations of a number of federal and state
agencies, including the Food and Drug Administration and the Federal Trade
Commission.
TRADEMARKS AND PATENTS
----------------------
The company's trademarks, certain of which are material to its business, are
registered or legally protected in the United States, Canada and other countries
throughout the world in which products of the company are sold. Although the
company owns patents and has other patent applications pending, its business is
not materially dependent upon patents or patent protection.
-5-
ITEM 2. PROPERTIES
--------------------
The company's properties, plants and equipment are maintained in good condition
and are suitable and adequate to support the business. The company's principal
properties and their general characteristics are described below:
Business
Location Type of Facility Segment
-------- ---------------- -------
Company-Owned Properties:
-------------------------
Melrose Park, Illinois
. 2525 Armitage Avenue Corporate Office, Manufacturing, Warehouse (1)
. 2020 and 2040 Indian Boundary Drive Office, Warehouse (1)
. 2150 N. 15th Avenue Manufacturing, Warehouse (1)
. 2100 N. 15th Avenue Warehouse (1)
. 1930 George Street Office, Warehouse (1)
Basingstoke, Hampshire, England Office (2)
Buenos Aires, Argentina Office, Manufacturing, Warehouse (2)
Columbus, Ohio Warehouse (3)
Dallas, Texas Office, Manufacturing, Warehouse (1)
Denton, Texas Office, Warehouse (3)
Falun, Sweden Office, Manufacturing, Warehouse (2)
Jacksonville, Florida Warehouse (3)
Madrid, Spain Office, Manufacturing, Warehouse (2)
Naguabo, Puerto Rico Manufacturing, Warehouse (1) (2)
Naucalpan de Juarez, Mexico Office, Manufacturing, Warehouse (2)
North Rocks, New South Wales, Australia Office, Manufacturing, Warehouse (2)
Radzymin, Poland Office, Manufacturing, Warehouse (2)
Reno, Nevada Warehouse (3)
Swansea, Wales, England Office, Manufacturing, Warehouse (2)
Toronto, Ontario, Canada Office, Manufacturing, Warehouse (1)
Leased Properties:
------------------
Albertslund, Denmark Office, Warehouse (2)
Atlanta, Georgia Warehouse (1)
Auckland, New Zealand Office, Warehouse (2)
Blackburn, Lancashire, England Warehouse (3)
Chatsworth, California Office, Manufacturing, Warehouse (1)
Espoo, Finland Office, Warehouse (2)
Geneva, Switzerland Office (2)
Greenville, Ohio Office, Warehouse (3)
Kitchener, Ontario, Canada Office, Warehouse (3)
Laurel, Maryland Office, Warehouse (3)
Macedonia, Ohio Office, Warehouse (3)
Macon, Georgia Office, Warehouse (3)
Mocksville, North Carolina Office, Warehouse (3)
Monroe, Connecticut Office, Warehouse (3)
Ontario, California Warehouse (1)
Paducah, Kentucky Office, Warehouse (3)
Rakkestad, Norway Office, Warehouse (2)
Reading, Berkshire, England Office (3)
Stockholm, Sweden Office, Manufacturing, Warehouse (2)
Surrey, British Columbia, Canada Office, Warehouse (3)
Toronto, Ontario, Canada Office, Warehouse (3)
Various (2,428 locations in 47 states,
Puerto Rico, the United Kingdom, Canada,
Japan and Germany) Sally Beauty Company Stores (3)
(1) Alberto-Culver North America
(2) Alberto-Culver International
(3) Specialty Distribution - Sally
-6-
ITEM 3. LEGAL PROCEEDINGS
-------------------------
There are no material legal proceedings pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
There were no matters submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the year
ended September 30, 2001.
EXECUTIVE OFFICERS
------------------
The following table sets forth the names and current positions of the
registrant's executive officers, including their five-year business history and
ages. Executive officers of the company and its subsidiaries are elected
annually.
Name Current Position and Five-Year Business History Age
---- ----------------------------------------------- ---
Leonard H. Lavin (1) Chairman 82
Howard B. Bernick (1) President and Chief Executive Officer 49
Bernice E. Lavin (1) Vice Chairman, Secretary and Treasurer 76
Carol L. Bernick (1) Since January, 1999 - Vice Chairman and Assistant Secretary, 49
Alberto-Culver Company, President, Alberto-Culver
North America, a division of the registrant and President,
Alberto-Culver USA, Inc., a subsidiary of registrant;
April, 1998 to January, 1999 - Vice Chairman and Assistant
Secretary, Alberto-Culver Company and President, Alberto-
Culver North America; October, 1994 to April, 1998 -
Executive Vice President and Assistant Secretary,
Alberto-Culver Company and President, Alberto-Culver
USA, Inc.
William J. Cernugel Since May, 2000 - Senior Vice President and Chief Financial 59
Officer; previously Senior Vice President, Finance for
more than five years.
John R. Berschied, Jr. Since May, 2000 - Group Vice President, Worldwide Research 58
and Development; January, 2000 to May, 2000 - Director
Technology and Innovation Management, Arthur D. Little,
Inc.; February, 1993 - December, 1999 - Senior Vice
President, Global Research, Development and Engineering,
S.C. Johnson and Son, Inc.
Michael H. Renzulli President, Sally Beauty Company, Inc., a subsidiary of 61
registrant.
-7-
Name Current Position and Five-Year Business History Age
---- ----------------------------------------------- ---
Gary P. Schmidt Since June, 1997 - Vice President, General Counsel and 50
Assistant Secretary; April, 1990 to June, 1997 -
Vice-President, General Counsel and Secretary,
Fujisawa USA, Inc.
(1) Leonard H. Lavin and Bernice E. Lavin are husband and wife. Carol L.
Bernick is the wife of Howard B. Bernick and the daughter of Mr. and Mrs.
Lavin.
-8-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------
Information required for this Item is incorporated herein by reference to the
section entitled "Market Price of Common Stock and Cash Dividends Per Share" and
note 4 of "Notes to Consolidated Financial Statements" in the registrant's
annual report to stockholders for the year ended September 30, 2001.
ITEM 6. SELECTED FINANCIAL DATA
--------------------------------
Information required for this Item is incorporated herein by reference to the
section entitled "Selected Financial Data" in the registrant's annual report to
stockholders for the year ended September 30, 2001.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Information required for this Item is incorporated herein by reference to the
section entitled "Management's Discussion and Analysis of Results of Operations
and Financial Condition" in the registrant's annual report to stockholders for
the year ended September 30, 2001.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------------------------------------------------------------------
Information required for this Item is incorporated herein by reference to the
section entitled "Management's Discussion and Analysis of Results of Operations
and Financial Condition" in the registrant's annual report to stockholders for
the year ended September 30, 2001.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------
Information required for this Item is incorporated herein by reference to the
consolidated financial statements and notes and "Independent Auditors' Report"
of KPMG LLP in the registrant's annual report to stockholders for the year ended
September 30, 2001.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
-9-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
Information required for this Item regarding the directors of the company and
regarding delinquent filers pursuant to Item 405 of Regulation S-K is
incorporated herein by reference to the sections entitled "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance",
respectively, in the registrant's proxy statement for its annual meeting of
stockholders on January 24, 2002. Information concerning Executive Officers of
the registrant is included in Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
--------------------------------
Information required for this Item is incorporated herein by reference to the
section entitled "Executive Compensation" in the registrant's proxy statement
for its annual meeting of stockholders on January 24, 2002.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------
Information required for this Item is incorporated herein by reference to the
sections entitled "Share Ownership of Directors and Executive Officers" and
"Principal Stockholders" in the registrant's proxy statement for its annual
meeting of stockholders on January 24, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------
Information required for this Item is incorporated herein by reference to the
section entitled "Certain Business Relationships" in the registrant's proxy
statement for its annual meeting of stockholders on January 24, 2002.
-10-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
(a) Documents filed as part of this report:
1. Financial statements:
The consolidated financial statements and notes to be
included in Part II, Item 8 are incorporated by reference
to the registrant's annual report to stockholders for the
year ended September 30, 2001, which is filed as an exhibit
to this report.
2. Financial statement schedules:
Description Schedule
----------- --------
Valuation and Qualifying Accounts II
Schedules I, III, IV, and V are omitted as the information
required by these schedules is not applicable.
3. Exhibits:
Exhibit
Number Description
------ -----------
3(i)(a) Copy of Restated Certificate of
Incorporation of Alberto-Culver Company
(filed as Exhibit 3(a) and incorporated
herein by reference from the company's
Form 10-K Annual Report for the year ended
September 30, 1988).
3(i)(b) Copy of the amendment to the Restated
Certificate of Incorporation of
Alberto-Culver Company (filed as Exhibit
3(i)(c) and incorporated herein by
reference from the company's Form 10-Q
Quarterly Report for the quarter ended
March 31, 1997).
3(ii) Copy of the By-Laws of Alberto-Culver
Company, as amended and in effect as of
October 26, 2000.
4 Certain instruments defining the rights of
holders of long-term obligations of the
registrant and certain of its subsidiaries
(the total amount of securities authorized
under each of which does not exceed ten
percent of the registrant's consolidated
assets) are omitted pursuant to part 4
(iii) (A) of Item 601 (b) of Regulation
S-K. The registrant agrees to furnish
copies of any such instruments to the
Securities and Exchange Commission upon
request.
4 (a) Copy of Indenture dated June 10, 1998
between Alberto-Culver Company and The
First National Bank of Chicago, as Trustee
(filed as Exhibit 4(a) and incorporated
herein by reference from the company's
Form 10-Q Quarterly Report for the quarter
ended June 30, 1998).
-11-
3. Exhibits: (continued)
Exhibit
Number Description
4 (b) Copy of 6.375% Debentures due June 15, 2028
(filed as Exhibit 4(b) and incorporated herein
by reference from the company's Form 10-Q
Quarterly Report for the quarter ended June 30,
1998).
4 (c) Copy of 8.25% Notes due November 1, 2005 (filed
as Exhibit 4 and incorporated herein by
reference from the company's Form 8-K dated
March 28, 2000).
10 (a) Copy of Alberto-Culver Company Management
Incentive Plan, as amended* (filed as Exhibit
10(a) and incorporated herein by reference from
the company's Form 10-Q Quarterly Report for the
quarter ended March 31, 2001).
10 (b) Copy of Alberto-Culver Company Employee Stock
Option Plan of 1988, as amended.*
10 (c) Copy of Alberto-Culver Company 1994 Shareholder
Value Incentive Plan, as amended* (filed as
Exhibit 10(c) and incorporated herein by
reference from the company's proxy statement for
its annual meeting of stockholders on January
24, 2002).
10 (d) Copy of Alberto-Culver Company 1994 Restricted
Stock Plan, as amended.*
10 (e) Copy of Alberto-Culver Company 1994 Stock Option
Plan for Non-Employee Directors, as amended*
(filed as Exhibit 10(e) and incorporated herein
by reference from the company's proxy statement
for its annual meeting of stockholders on
January 24, 2002).
10 (f) Copy of Split Dollar Life Insurance Agreement
dated September 30, 1993 between Alberto-Culver
Company and the trustee of the Lavin
Survivorship Insurance Trust * (filed as Exhibit
10(e) and incorporated herein by reference from
the company's Form 10-K Annual Report for the
year ended September 30, 1993).
10 (g) Form of Severance Agreement between
Alberto-Culver Company and named executive
officers * (filed as Exhibit 10(f) and
incorporated herein by reference from the
company's Form 10-Q Quarterly Report for the
quarter ended December 31, 1996).
10 (h) Copy of Multicurrency Credit Agreement dated as
of September 11, 1997 among Alberto-Culver
Company, Bank of America National Trust and
Savings Association as U.S. agent and the other
financial institutions being parties thereto
(filed as Exhibit 10(h) and incorporated
herein by reference from the company's Form 10-K
Annual Report for the year ended September 30,
1997).
-12-
3. Exhibits: (continued)
Exhibit
Number Description
------ -----------
10 (i) Copy of Supplement for Commitment Increase
among Alberto-Culver Company, Bank of America
N.A. and LaSalle Bank National Association,
dated June 30, 2000, to the Multicurrency
Credit Agreement dated as of September 11,
1997, filed as Exhibit 10 (i) and incorporated
herein by reference from the company's Form
10-K Annual Report for the year ended September
30, 2000).
10 (j) Copy of Supplement for Commitment Increase
among Alberto-Culver Company, Bank of America
N.A. and ABN AMRO Bank N.V., dated June 30,
2000, to the Multicurrency Credit Agreement
dated as of September 11, 1997, filed as
Exhibit 10 (j) and incorporated herein by
reference from the company's Form 10-K Annual
Report for the year ended September 30, 2000.
10 (k) Copy of the Alberto-Culver Company Executive
Deferred Compensation Plan, as amended* (filed
as Exhibit 10(i) and incorporated herein by
reference from the company's Form 10-Q
Quarterly Report for the quarter ended December
31, 1999).
10 (l) Form of Amendment of Severance Agreement
between Alberto-Culver Company and named
executive officers* (filed as Exhibit 10(j) and
incorporated herein by reference from the
Company's Form 10-K Annual Report for the year
ended September 30, 1999).
10 (m) Form of Key Executive Deferred Compensation
Agreement between Alberto-Culver Company and
certain of its officers, and schedule setting
forth the registrant's named executive officers
(as defined in Item 402 of Regulation S-K) who
are parties to such an agreement and the
material terms of each such named executive
officer's agreement* (filed as Exhibit 10(k)
and incorporated herein by reference from the
company's Form 8-K dated March 23, 2000).
10 (n) Copy of the Alberto-Culver Company Deferred
Compensation Plan for Non-Employee Directors.*
13 Portions of annual report to stockholders for
the year ended September 30, 2001 incorporated
herein by reference.
21 Subsidiaries of the Registrant
23 Consent of KPMG LLP
* This exhibit is a management contract or
compensatory plan or arrangement of the registrant.
(b) Reports on Form 8-K:
No report on Form 8-K was filed by the registrant during the
quarter ended September 30, 2001.
-13-
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 14th day of
December, 2001.
ALBERTO-CULVER COMPANY
By /s/ Howard B. Bernick
------------------------------------
Howard B. Bernick
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Leonard H. Lavin Chairman of the Board December 14, 2001
-----------------------------------
Leonard H. Lavin and Director
/s/ Howard B. Bernick President, Chief Executive December 14, 2001
-----------------------------------
Howard B. Bernick Officer and Director (Principal
Executive Officer)
/s/ Bernice E. Lavin Vice Chairman, Secretary, December 14, 2001
-----------------------------------
Bernice E. Lavin Treasurer and Director
/s/ Carol L. Bernick Vice Chairman, President, Alberto- December 14, 2001
-----------------------------------
Carol L. Bernick Culver North America, Assistant
Secretary and Director
/s/ William J. Cernugel Senior Vice President and Chief December 14, 2001
-----------------------------------
William J. Cernugel Financial Officer (Principal Financial
& Accounting Officer)
/s/ A. Robert Abboud Director December 14, 2001
-----------------------------------
A. Robert Abboud
/s/ A.G. Atwater, Jr. Director December 14, 2001
-----------------------------------
A. G. Atwater, Jr.
/s/ Allan B. Muchin Director December 14, 2001
-----------------------------------
Allan B. Muchin
/s/ Robert H. Rock Director December 14, 2001
-----------------------------------
Robert H. Rock
/s/ Sam J. Susser Director December 14, 2001
-----------------------------------
Sam J. Susser
/s/ Dr. Harold M. Visotsky Director December 14, 2001
-----------------------------------
Dr. Harold M. Visotsky
/s/ William W. Wirtz Director December 14, 2001
-----------------------------------
William W. Wirtz
-14-
Independent Auditors' Report
----------------------------
The Board of Directors and Stockholders
Alberto-Culver Company:
On October 23, 2001, we reported on the consolidated balance sheets of
Alberto-Culver Company and Subsidiaries as of September 30, 2001 and
2000 and the related consolidated statements of earnings, cash flows and
stockholders' equity for each of the years in the three-year period
ended September 30, 2001, as contained in the 2001 annual report to
stockholders. These consolidated financial statements and our report
thereon are incorporated by reference in the annual report on Form 10-K
for fiscal year 2001. In connection with our audits of the
aforementioned consolidated financial statements, we also audited the
related financial statement schedule as listed in Item 14(a)2 of the
annual report on Form 10-K. That financial statement schedule is the
responsibility of the company's management. Our responsibility is to
express an opinion on that financial statement schedule based on our
audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set
forth therein.
/s/ KPMG LLP
KPMG LLP
Chicago, Illinois
October 23, 2001
-15-
Schedule II
-----------
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
(In thousands)
Year Ended September 30,
-------------------------------------------
2001 2000 1999
----- ----- ----
Allowance for doubtful accounts:
Balance at beginning of period $10,135 8,441 10,868
Additions (deductions):
Charged to costs and expenses 7,331 4,910 3,166
Uncollectible accounts written off,
net of recoveries (6,327) (4,112) (5,585)
Allowance for doubtful accounts
of acquired companies 2 1,207 104
Other 246 (311) (112)
------- --------- ---------
Balance at end of period $11,387 10,135 8,441
======= ========= =========
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