FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALBERTO CULVER CO [ ACV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/16/2006 | D | 3,037 | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Director Stock Option (Right to Buy) | $34.227 | 11/16/2006 | D | 3,750 | (2) | 01/23/2013 | Common Stock | 3,750 | (3) | 0 | D | ||||
Director Stock Option (Right to Buy) | $41.49 | 11/16/2006 | D | 3,750 | (2) | 01/22/2014 | Common Stock | 3,750 | (3) | 0 | D | ||||
Director Stock Option (Right to Buy) | $53.725 | 11/16/2006 | D | 3,750 | (2) | 01/27/2015 | Common Stock | 3,750 | (3) | 0 | D | ||||
Director Stock Option (Right to Buy) | $44.365 | 11/16/2006 | D | 3,750 | (2) | 01/26/2016 | Common Stock | 3,750 | (3) | 0 | D | ||||
Director Stock Option (Right to Buy) | $20.875 | 11/16/2006 | D | 11,250 | (2) | 01/24/2011 | Common Stock | 11,250 | (3) | 0 | D | ||||
Director Stock Option (Right to Buy) | $26.12 | 11/16/2006 | D | 3,750 | (2) | 01/23/2012 | Common Stock | 3,750 | (3) | 0 | D | ||||
Phantom Stock | (4) | 11/16/2006 | D | 3,924.7217 | (5) | (5) | Common Stock | 3,924.7217 | (6) | 0 | D |
Explanation of Responses: |
1. Disposition of shares of common stock in a merger of one of the issuer's subsidiaries into the issuer to effect the formation of a holding company (the "Holding Company Merger"). In the Holding Company Merger, the shares of common stock of the issuer were converted, on a one-for-one basis, into shares of common stock of Sally Beauty Holdings, Inc. ("Sally Beauty Holdings") pursuant to an Investment Agreement dated as of June 19, 2006, as amended, among the issuer and certain of its subsidiaries and CDRS Acquisition LLC. |
2. This option, to the extent unexercisable, became exercisable in full on November 16, 2006. |
3. This option was assumed by Sally Beauty Holdings in the Holding Company Merger and replaced with an option to purchase a number of shares of common stock of Sally Beauty Holdings equal to the number of shares subject to this option at an exercise price equal to the exercise price of this option. |
4. One-for-one. |
5. Convertible, at the election of the holder, into shares of common stock on a one-for-one basis or cash on the date of the reporting person's retirement as a director. |
6. This phantom stock was assumed by Alberto-Culver Company (formerly known as New Aristotle Holdings, Inc. ("New Alberto-Culver")) and replaced with phantom stock of New Alberto-Culver and mutual fund accounts pursuant to the Deferred Compensation Plan For Non-Employee Directors which became effective on November 16, 2006. |
/s/ James M. Spira as Attorney-in-Fact for Sam J. Susser | 11/17/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |