8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2005

ALBERTO-CULVER COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-5050	36-2257936
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 27, 2005, the Company amended the employment agreement dated December 6, 2004 with Leonard H. Lavin, Chairman Emeritus and a director of the Company. The amendment provides for the Company to report Mr. Lavin’s use of the corporate airplane as wages for tax purposes computed at the applicable Standard Industry Fare Level rate pursuant to Internal Revenue Service regulations.

The 1994 Shareholder Value Incentive Plan was amended effective April 28, 2005. For grants made after April 28, 2005, participants owning a dollar value of Alberto-Culver Company common stock that is less than the ownership guideline established for the participant by the Compensation and Leadership Development Committee of the Board of Directors (“Ownership Threshold”), shall be required to receive 100% of their award, if any, less applicable withholding taxes, in Alberto-Culver Company common stock. Previously, participants owning less than their Ownership Threshold were required to receive at least 50% of their award, if any, less applicable withholding taxes, in Alberto-Culver Company common stock. The amendment does not change the terms of previous grants.

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 28, 2005, Alberto-Culver Company issued a press release announcing its financial results for the second fiscal quarter ended March 31, 2005. The full text of the press release is attached hereto as Exhibit 99.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are included herein:

Number	Description
10 (a)	Amendment dated April 27, 2005 to employment agreement with Leonard H. Lavin
10 (b)	Amendment to the 1994 Shareholder Value Incentive Plan dated April 28, 2005
99	Press Release dated April 28, 2005

SIGNATURE

Pursuant to the requirements 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.

ALBERTO-CULVER COMPANY
By:	/s/ William J. Cernugel
	William J. Cernugel
	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

April 28, 2005

EX-10.A

Exhibit 10(a)

Amendment to Employment Agreement

This Amendment (this “Amendment”) to the Employment Agreement between Leonard H. Lavin (“Mr. Lavin”) and Alberto-Culver Company (the “Company”) dated as of December 6, 2004 (the “Agreement”), is made and entered into as of this 27th day of April, 2005.

WHEREAS, The Company and Mr. Lavin desire to amend Section 2 of the Agreement so that the Company will report his use of the Company-owned aircraft as wages.

NOW THEREFORE, the parties hereto agree as follows:

Section 1 Amendment to the Agreement.

1.1 Section 2 of the Agreement is hereby amended so that Section 2 reads in its entirety as follows:

“Section 2 Corporate Airplane. For so long as the Company owns a corporate airplane and/or fractional jet ownership, Mr. Lavin shall have access to such corporate airplane or fractional jet ownership during those times when the corporate airplane or fractional jet ownership is not being used for business purposes. For the entire duration of this Agreement as set forth in Section 14, the Company shall report such use as wages for tax purposes computed at the applicable Standard Industry Fare Level rate pursuant to Internal Revenue Service regulations. Upon the request of the Company, Mr. Lavin will pay to the Company the amount of federal and state payroll withholding taxes applicable to wages reported pursuant to this section.”

Section 2 No Other Amendments to the Agreement. Except for the amendment specifically made to Section 2 of the Agreement, no other amendments to the Agreement are made or contemplated by this Amendment.

Section 3 Entire Agreement. The Agreement as amended hereby contains the entire agreement between the parties regarding the subject matter hereof and shall not be modified except in writing by the parties hereto. The Agreement as amended hereby is intended to set forth and sets forth all of the benefits to be provided to Mr. Lavin by the Company.

Section 4 Assignment. This Amendment may not be assigned by Mr. Lavin without the prior written consent of the Company. This Amendment may be assigned by the Company without the consent of Mr. Lavin.

Section 5 Severability. If any phrase, clause or provision of this Amendment is declared invalid or unenforceable by a court of competent jurisdiction, such phrase, clause or provision shall be deemed severed from this Amendment, but will not affect any other provision of this Amendment, which shall otherwise remain in full force and effect.

Section 6 Waiver. The waiver by Mr. Lavin or the Company of any breach of any term or condition of this Amendment shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition hereof.

Section 7 Governing Law. This Amendment and the enforcement hereof shall be governed by the laws of the State of Illinois, without regard to conflict of law provisions thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first herein above written.

	Alberto-Culver Company
/s/ Leonard H. Lavin	By:	/s/ Gary P. Schmidt
Leonard H. Lavin	Name:	Gary P. Schmidt
	Title:	Senior Vice President and General Counsel

2

EX-10.B

EXHIBIT 10 (b)

ALBERTO-CULVER COMPANY

1994 SHAREHOLDER VALUE INCENTIVE PLAN

(as amended through April 28, 2005)

I. GENERAL

1.1 Purpose of the SVIP

The 1994 Shareholder Value Incentive Plan (“SVIP”) of the Alberto-Culver Company (“Company”) is intended to advance the best interests of the Company by providing key salaried employees who have substantial responsibility for the Company’s management and growth with additional incentives through the grant of awards based upon Total Shareholder Return as defined in Section 1.2(o), thereby: (1) more closely linking the interests of key salaried employees with shareholders, (2) increasing the personal stake of such key salaried employees in the continued success and growth of the Company, and (3) encouraging them to remain in the employ of the Company.

1.2 Definitions

The following definitions apply with respect to the SVIP:

(a) “Change in Control” shall have the meaning assigned to such term in Section 3.8(b).

(b) “Committee” shall mean the Compensation and Leadership Development Committee of the Board of Directors of the Company or, if any member of the Compensation and Leadership Development Committee is not (i) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986 and the rules and regulations thereunder (the “Code”) or (ii) a “non-employee director” within the meaning of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder (“Section 16”), the Committee shall set up a subcommittee comprised solely of outside directors and non-employee directors for purposes of all matters arising under this SVIP involving “officers” within the meaning of Rule 16a-1(f) under Section 16 (“Executive Officers”) and Covered Employees as defined herein.

(c) Intentionally Omitted

(d) “Common Stock” shall mean the Common Stock of the Company, $.22 par value (formerly the Class B Common Stock of the Company, $.22 par value).

(e) “Covered Employee” shall mean a Participant who is a “covered employee” within the meaning of Section 162(m) of the Code during the plan year at issue.

(f) “Disability” shall have the meaning provided in the Company’s applicable disability plan or, in the absence of such a definition, when a Participant becomes totally disabled as determined by a physician mutually acceptable to the Participant and the Committee before attaining his or her 65th birthday and if such total disability continues for more than three

months. Disability does not include any condition which is intentionally self-inflicted or caused by illegal acts of the Participant.

(g) “Exempt Person” and “Exempt Persons” shall have the meaning assigned to such terms in Section 3.8(c).

(h) “Incumbent Board” shall have the meaning assigned to such term in Section 3.8(d).

(i) “Ownership Threshold” shall mean the dollar value of the ownership guideline of the Common Stock for each Participant as set by the Committee from time to time. In determining such ownership for each Participant, the Committee may conclusively rely on the books and records of the Company.

(j) “Participant” shall have the meaning assigned to it in Section 1.4.

(k) “Performance Period” shall mean any three consecutive fiscal years as set forth in the Participant’s Performance Unit Agreement, unless accelerated pursuant to Section 3.8.

(l) “Performance Unit” shall have the meaning assigned to it in Section 2.1(a).

(m) “Performance Unit Agreement” shall have the meaning assigned to it in Section 2.1(b).

(n) “Retirement” shall be reached when a Participant’s employment terminates and at the time of such termination the sum of such Participant’s age and years of service as an employee of the Company equals or exceeds 75 years.

(o) “Total Shareholder Return” or “TSR” means the percentage by which the ending per share price of common stock (determined as the average closing price for the ten trading days prior to and including the last date of the applicable Performance Period), as adjusted for any stock split, reclassification, or other recapitalization, plus reinvested dividends, exceeds the beginning per share price of the common stock (determined as the average closing price for the ten trading days prior to and including the first date of the applicable Performance Period). For purposes of the Company, TSR shall be computed using the Common Stock.

1.3 Administration of the SVIP

The SVIP shall be administered by the Committee. The Committee shall have full and final authority in its discretion to interpret conclusively the provisions of the SVIP, to adopt such rules and regulations for carrying out the SVIP and to make all other determinations necessary or advisable for the administration of the SVIP.

The Committee shall meet at least once each fiscal year, and at such additional times as it may determine to designate the eligible employees, if any, to be granted Performance Units under the SVIP, the amount of such Performance Units and the time when Performance Units will be granted. All

2

Performance Units granted under the SVIP shall be on the terms and subject to the conditions hereinafter provided.

1.4 Eligible Participants

Key salaried employees of the Company and its subsidiaries as determined by the Committee shall be eligible to participate in the SVIP (any employee receiving a Performance Unit under the SVIP hereinafter referred to as a “Participant”).

1.5 Limitation on Grants

The maximum amount payable under the SVIP to a single Participant may not exceed $4.0 million per Performance Period.

II. PERFORMANCE UNITS

2.1 Terms and Conditions of Grants

(a) Performance Units may be granted to Participants prior to or within the first ninety (90) days following the beginning of a Performance Period. Each Performance Unit shall have a target value at the time of the grant of $1,000. Except as provided in the following sentence, each Participant shall be eligible, in his or her sole discretion, to receive such Participant’s award in cash or shares of Common Stock or a combination thereof as set forth in Section 2.2, payable in each case following the end of a Performance Period, if the Common Stock of the Company has met the objectives established by the Committee, as set forth below (unless the Committee, pursuant to Section 2.1(c), determines that no award will be payable because the Company’s TSR is negative for that Performance Period). For grants made on or before April 28, 2005, Participants owning less than their Ownership Threshold shall be required to receive at least 50% of their award in Common Stock, and for grants made after April 28, 2005, Participants owning less than their Ownership Threshold shall be required to receive 100% of their award in Common Stock (each, a “Required Election”). Notwithstanding anything to the contrary contained in this Section 2.1(a), each Participant shall be eligible to receive an award (payable only in cash) in the event of a Change in Control at such time as set forth in Section 3.8, if the Common Stock has met the objectives established by the Committee as set forth below.

(b) At the time Performance Units are granted to Participants, the Committee shall establish objectives based on the percentile rank of the Common Stock of the Company measured by Total Shareholder Return among the companies comprising the (i) Standard & Poor’s 500 Index, (ii) Standard & Poor’s MidCap 400 Index, (iii) Standard & Poor’s Small Cap 600 Index, (iv) Standard & Poor’s Super Composite 1500 Index, (v) Russell 3000 Index, or (vi) Russell 2000 Index. The index chosen by the Committee for a particular Performance Period shall be referred to as the “Applicable Index.” In addition, the Committee shall establish a matrix to determine the awards payable to Participants upon attainment of these objectives. Within 90 days following the beginning of a Performance Period, each Participant shall receive an agreement which shall set forth the Performance Period, the number of Performance Units granted and the objectives and

3

matrix established by the Committee (hereinafter referred to as a “Performance Unit Agreement”).

(c) No award will be payable if the Company’s TSR as a percentile among the Applicable Index companies is less than the 40^th percentile, the maximum award payable is 200% of the target value, subject to the limitations set forth in Section 1.5, and if the Company’s TSR is negative, the Committee may, in its discretion, not pay any award or reduce an award otherwise payable, notwithstanding the fact that the Company’s TSR as a percentile among the Applicable Index companies is equal to or greater than the 40^th percentile. If the Company’s TSR as a percentile among the Applicable Index companies is not specifically shown in the matrix established by the Committee and set forth in the Performance Unit Agreement the amount of the award shall be calculated by interpolating between the amounts shown.

(d) At the end of each Performance Period, or earlier pursuant to Section 3.8(a) in the event of a Change in Control, the Common Stock will be ranked based on Total Shareholder Return among the companies comprising the Applicable Index. The Committee shall certify the Company’s ranking and the attainment of the objectives established by the Committee for each Performance Period or, in the event of a Change in Control, the elapsed portion of the Performance Period in which such Change in Control shall have occurred. No award may be paid to Covered Employees under this SVIP until the Committee has made such certification.

2.2 Payment

Awards approved by the Committee will be distributed on or before the 15th day of the third month following the end of the Performance Period or, in the event of a Change in Control, within 30 days following such Change in Control (but in the event of a Change in Control, such award shall be payable only in cash). Awards payable, in whole or in part, in Common Stock shall be the number of shares of Common Stock that a Participant could have purchased at the ending per share price of the Common Stock as calculated pursuant to Section 1.2(o) had such Participant used the relevant percentage (pursuant to any election to receive Common Stock) of his or her award, less applicable withholding taxes, to purchase Common Stock. Elections to receive Common Stock in lieu of cash shall be submitted to the Committee at such time as specified by the Committee, but in no case after the end of the relevant Performance Period. Except for Required Elections, failure to make a timely election shall be conclusively deemed to be an election to receive all cash. For grants made on or before April 28, 2005, failure to make a timely election to receive more than 50% of an award in Common Stock pursuant to a Required Election shall be conclusively deemed to be an election to receive 50% of such award in Common Stock. To the extent necessary to secure an exemption under Section 16(b), voluntary elections by Executive Officers to receive Common Stock shall be approved by the Committee following the end of the Performance Period and prior to the distribution of such stock.

2.3 Termination of Employment

(a) If a Participant’s employment is terminated prior to the end of a Performance Period because of death, Retirement or Disability, the extent to which a Performance Unit shall be deemed to have been earned and payable (solely in cash and without regard to any elections to the contrary) shall

4

be determined by multiplying (a) the cash value of the Performance Unit as calculated in accordance with the matrix established by the Committee and set forth in the Performance Unit Agreement by (b) a fraction, the numerator of which is the number of full calendar months such Participant was employed during the Performance Period and the denominator of which is the total number of full calendar months in the Performance Period.

(b) If a Participant’s employment terminates for any reason other than because of death, Retirement or Disability, or a Change in Control (as defined in Section 3.8), the Performance Unit and any and all rights to payment under such Performance Unit shall be immediately canceled and the Performance Unit Agreement with such terminated Participant shall be null and void.

III. ADDITIONAL PROVISIONS

3.1 Nature of Participant’s Interests

A Participant’s benefits under the SVIP shall at all times be reflected on the Company’s books and records as a general, unsecured and unfunded obligation of the Company, and the SVIP shall not give any person any right or security interest in any asset of the Company nor shall it imply a trust or segregation of assets by the Company.

3.2 Amendments

The Committee or the Board of Directors of the Company may amend the SVIP from time to time, as it deems advisable and in the best interests of the Company, provided that no such amendment will adversely affect or impair previously issued grants.

3.3 Withholding

The Company shall have the right to deduct from any distribution to any Participant an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld with respect to any grant or distribution under the SVIP.

3.4 Nonassignability

(a) Except as expressly provided in the SVIP, the rights of a Participant and any awards under the SVIP may not be assigned or transferred except by will and the laws of descent and distribution.

(b) A Participant may from time to time name in writing any person or persons to whom his or her benefit is to be paid if he or she dies before complete payment of such benefit has occurred. Each such beneficiary designation will revoke all prior designations by the Participant with respect to the SVIP, shall not require the consent of any previously named beneficiary, shall be in a form prescribed by the Committee, and will be effective only when filed with the Committee in care of the Secretary of the Company during the Participant’s lifetime.

5

(c) If the Participant fails to designate a beneficiary before his or her death, as provided above, or if the beneficiary designated by the Participant dies before the date of the Participant’s death or before complete payment of the Participant’s benefit has occurred, the Company may pay the remaining unpaid portion of the Participant’s benefit to the legal representative or representatives of the estate of the Participant.

3.5 Nonuniform Determinations

Determinations by the Committee under the SVIP regarding determinations of the persons to receive grants, the form, amount and timing of such grants, and the terms and provisions of such grants and the agreements evidencing the same need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, grants under the SVIP, whether or not such persons are similarly situated.

3.6 No Guarantee of Employment

Neither grants under the SVIP nor any action taken pursuant to the SVIP shall constitute or be evidence of any agreement or understanding, express or implied, that the Company or its subsidiaries shall retain the Participant for any period of time or at any particular rate of compensation.

3.7 Duration

The Committee or the Board of Directors will have the authority to terminate the SVIP at any time. Termination of the SVIP will have no impact on Performance Units granted prior to the SVIP termination date.

3.8 Change in Control

(a)(1) Notwithstanding anything herein to the contrary but subject to the dollar limitation payable per Performance Period as set forth in Section 1.5, in the event of a Change in Control, all Performance Units shall become payable in cash in accordance with the following sentence of this Section 3.8(a)(1) at the TSR percentile rank of the Company calculated using the TSR of the Company as of the date of the Change in Control as compared to the TSR among the Applicable Index companies as of the last quarterly period for which such TSR information is available. A Performance Unit shall be payable pursuant to this Section 3.8(a)(1) in an amount equal to the cash value of such Performance Unit calculated in accordance with the preceding sentence, multiplied by a fraction, the numerator of which is the number of full fiscal years of the Performance Period in which the Change in Control shall have occurred which shall have elapsed prior to such Change in Control, and the denominator of which is three. For purposes of the preceding sentence of this Section 3.8(a)(1), if at least six full calendar months of a fiscal year within a Performance Period shall have elapsed, such entire fiscal year shall be deemed to have elapsed.

6

(2) If any amount to be paid to a Participant (or beneficiary thereof) pursuant to this Section 3.8(a) is not paid in full within 30 days following the Change in Control (the “Payment Date”), then the Company shall also pay to that Participant (or beneficiary) interest on the unpaid amount for the period beginning on the Payment Date and ending on the date that the amount is paid in full. The amount of interest to be paid to a Participant (or beneficiary thereof) pursuant to this Section 3.8(a)(2) shall be computed using an annual rate equal to two percent above the prime rate from time to time in effect, as published under “Money Rates” in The Wall Street Journal, but in no event higher than the maximum legal rate permissible under applicable law. Payments received by a Participant (or beneficiary thereof) pursuant to this Section 3.8(a)(2) shall be credited first against accrued interest until all accrued interest is paid in full before any such payment is credited against the amount payable pursuant to Section 3.8(a)(1).

(3) Solely for the purposes of the computation of payments under the SVIP and notwithstanding any other provision of the SVIP, payments to any Participant under the SVIP shall be reduced (but not below zero) so that the present value, as determined in accordance with Section 280G(d)(4) of the Code, of such payments plus any other payments that must be taken into account for purposes of any computation relating to the Participant under Section 280G(b)(2)(A)(ii) of the Code, shall not, in the aggregate, exceed 2.99 times the Participant’s “base amount,” as such term is defined in Section 280G(b)(3) of the Code. Notwithstanding any other provision of the SVIP, no reduction in payments under the limitation contained in the immediately preceding sentence shall be applied to payments under the SVIP which do not constitute “excess parachute payments” within the meaning of the Code. Any payments in excess of the limitation of this Section 3.8(a)(3) or otherwise determined to be “excess parachute payments” made to any Participant under the SVIP shall be deemed to be overpayments which shall constitute an amount owing from the Participant to the Company with interest from the date of receipt by the Participant to the date of repayment (or offset) at the applicable federal rate under Section 1274(d) of the Code, compounded semi-annually, which shall be payable to the Company upon demand; provided, however, that no repayment shall be required under this sentence if in the written opinion of tax counsel satisfactory to the Participant and delivered to the Participant and the Company such repayment does not allow such overpayment to be excluded for federal income and excise tax purposes from the Participant’s income for the year of receipt or afford the Participant a compensating federal income tax deduction for the year of the repayment.

(b) “Change in Control” means:

(1) the occurrence of any one or more of the following events:

(A) The acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act of both (x) 20% or more of the combined voting power of the then

7

outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”) and (y) combined voting power of Outstanding Company Voting Securities in excess of the combined voting power of the Outstanding Company Voting Securities held by the Exempt Persons (as such term is defined in Section 3.8(c); provided, however, that a Change in Control shall not result from an acquisition of Company Voting Securities:

(i) directly from the Company, except as otherwise provided in Section 3.8(b)(2)(A);

(ii) by the Company, except as otherwise provided in Section 3.8(b)(2)(B);

(iii) by an Exempt Person;

(iv) by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(v) by any corporation pursuant to a reorganization, merger or consolidation involving the Company, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (i) and (ii) of Section 3.8(b)(1)(C) shall be satisfied.

(B) The cessation for any reason of the members of the Incumbent Board (as such term is defined in Section 3.8(d)) to constitute at least a majority of the Board of Directors.

(C) Consummation of a reorganization, merger or consolidation unless, in any such case, immediately after such reorganization, merger or consolidation:

(i) more than 60% of the combined voting power of the then outstanding securities of the corporation resulting from such reorganization, merger or consolidation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners of the combined voting power of all of the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation; and

(ii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board of Directors providing for such reorganization, merger or consolidation.

8

(D) Consummation of the sale or other disposition of all or substantially all of the assets of the Company other than (x) pursuant to a tax-free spin-off of a subsidiary or other business unit of the Company or (y) to a corporation with respect to which, immediately after such sale or other disposition:

(i) more than 60% of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the combined voting power of all of the Outstanding Company Voting Securities immediately prior to such sale or other disposition; and

(ii) at least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board of Directors providing for such sale or other disposition.

(E) Approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company.

(2) Notwithstanding the provisions of Section 3.8(b)(1)(A):

(A) no acquisition of Company Voting Securities shall be subject to the exception from the definition of Change in Control contained in clause (i) of Section 3.8(b)(1)(A) if such acquisition results from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company; and

(B) for purposes of clause (ii) of Section 3.8(b)(1)(A), if any Person (other than the Company, an Exempt Person or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall, by reason of an acquisition of Company Voting Securities by the Company, become the beneficial owner of (x) 20% or more of the combined voting power of the Outstanding Company Voting Securities and (y) combined voting power of Outstanding Company Voting Securities in excess of the combined voting power of the Outstanding Company Voting Securities held by the Exempt Persons, and such Person shall, after such acquisition of Company Voting Securities by the Company, become the beneficial owner of any additional Outstanding Company Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control.

(c) “Exempt Person” (and collectively, the “Exempt Persons”) means:

(1) Leonard H. Lavin or Bernice E. Lavin;

9

(2) any descendant of Leonard H. Lavin and Bernice E. Lavin or the spouse of any such descendant;

(3) the estate of any of the persons described in Section 3.8(c)(1) or (2);

(4) any trust or similar arrangement for the benefit of any person described in Section 3.8(c)(1) or (2); or

(5) the Lavin Family Foundation or any other charitable organization established by any person described in Section 3.8(c)(1) or (2).

(d) “Incumbent Board” means those individuals who, as of October 24, 2002, constitute the Board of Directors, provided that:

(1) any individual who becomes a director of the Company subsequent to such date whose election, or nomination for election by the Company’s stockholders, was approved either by the vote of at least a majority of the directors then comprising the Incumbent Board or by the vote of at least a majority of the combined voting power of the Outstanding Company Voting Securities held by the Exempt Persons shall be deemed to have been a member of the Incumbent Board; and

(2) no individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board or the Exempt Persons for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors or the Exempt Persons shall be deemed to have been a member of the Incumbent Board.

3.9 Stockholder Approval. Unless otherwise determined by the Board of Directors, the SVIP shall be resubmitted to the stockholders for re-approval and re-adoption no less often than every five years. The SVIP was last approved by the stockholders on January 23, 2003.

10

EX-99

EXHIBIT 99

FOR IMMEDIATE RELEASE

For further information, contact
Wesley Davidson	708-450-3145
Doug Craney	708-450-3117

Alberto-Culver Reports Record Fiscal Second Quarter and Six Month Fiscal 2005 Results

Melrose Park, IL, (April 28, 2005) - The Alberto-Culver Company (NYSE: ACV) today announced record sales and record profits for the second quarter and first half of fiscal 2005, which ended on March 31, 2005. Second quarter sales increased 7.9% to $884 million while net earnings rose 12.1% to $51.4 million excluding a non-cash charge related to the Company’s conversion to one class of common stock in the first quarter of fiscal year 2004. Excluding the non-cash charge in the current and prior year quarter, diluted earnings per share were 55 cents compared with 50 cents last year, while basic earnings per share improved to 56 cents from 51 cents in 2004.

Including the non-cash charge, net earnings were $49.1 million for the second quarter compared to $40.6 million in the prior year and diluted earnings per share were 53 cents in the current quarter versus 44 cents last year with basic earnings per share 54 cents compared to 45 cents.

Sales for the 2005 first half grew by 9.3% to $1.73 billion. Net earnings for the first half, excluding the non-cash charge in the current and prior year, increased 16.5% to $103.3 million, resulting in diluted earnings per share of $1.11 versus 97 cents last year, and basic earnings per share of $1.13 compared with 99 cents a year ago.

Including the non-cash charge for the first half of the current and prior year, net earnings were $98.5 million compared to $42.3 million, diluted earnings per share were $1.06 versus 46 cents last year and basic earnings per share were $1.08 compared to 47 cents.

-more-

Alberto-Culver Reports Record Fiscal Second Quarter
and Six Month Fiscal 2005 Results Page 2

Mr. Howard B. Bernick, President and Chief Executive Officer, stated “on an organic basis, excluding acquisitions, a divestiture, and a positive benefit from foreign currency translation, sales increased 5.4% in both the second quarter and in the first six months of our 2005 fiscal year. Our earnings percent growth rate in the most recent quarter was somewhat slower than the outstanding rates experienced in other recent quarters and years. Even so, we continued to invest strongly as planned behind our brands and businesses and recorded 17.6% and 17.0% increases in advertising spending during the 2005 second quarter and first half periods, respectively, while still achieving very respectable double digit earnings growth rates in both 2005 periods.”

“Led by the continued strength of TRESemmé and the introduction of new Alberto VO5 and St. Ives offerings at home and abroad, the Company’s consumer products group sustained its strong sales growth. Worldwide revenue again grew handsomely in our consumer products businesses for the second quarter and six month periods at double digit rates, out pacing overall increases in the haircare and skincare categories,” Mr. Bernick added.

Sally Beauty Supply expanded to 2,379 stores in North America (including Canada and Mexico), the United Kingdom, Germany and Japan, while Beauty Systems Group (BSG) ended the quarter with 807 stores and 1,277 professional distributor sales consultants. While Sally stores continued to perform well in North America, Sally U.K. suffered sales declines in local currencies and significant profit erosion due to competitive pricing pressure primarily in the personal care electrical appliance category.

Mr. Bernick also noted that “BSG is having a challenging year due to a loss of sales and sales force disruption resulting from certain full service product line distribution changes in the United States. Both Sally USA and BSG stores were also hurt by poor winter weather conditions this year on both the East and West coasts and one less day of sales in the current quarter due to leap year in 2004. We are also incurring expenses associated with Sally’s

-more-

Alberto-Culver Reports Record Fiscal Second Quarter
and Six Month Fiscal 2005 Results Page 3

move to a new corporate headquarters facility in Denton, Texas and certain one-time costs at BSG in the current fiscal year from acquisition and integration expenses related to our two most recent BSG acquisitions of West Coast Beauty Supply in December, 2003 and CosmoProf in December 2004.”

In addition to all of the above, in February, 2005 the Securities and Exchange Commission issued a letter expressing its interpretations of certain lease accounting issues regarding the amortization of leasehold improvements, the recognition of rent expense when leases have rent holidays and allowances received by tenants for leasehold improvements. As a result of a review assessing historical lease accounting practices, the Company found some deviations to these interpretations and recorded an immaterial one-time pre-tax non-cash charge in the second quarter of fiscal year 2005 of $2.45 million ($1.6 million after tax), which reduced basic and diluted earnings per share by 2 cents in the quarter and first half.

Mr. Bernick added, “One of the beautiful things about Alberto-Culver has always been the balance between our consumer products and beauty supply distribution businesses. Notwithstanding the issues encountered in our most recent quarters, the Alberto-Culver Company was again able to report solid results as a corporation overall, achieving record sales and record earnings in the second quarter and first half. We are planning to continue investing aggressively at all time record levels behind our brands and businesses during the balance of fiscal year 2005 and again in fiscal year 2006. While this may very well temper in the short term the strong profit growth rates recorded in recent years, we believe that these investments will be in the long-term best interest of the Alberto-Culver Company and its shareholders.”

Also announced today, the Company’s board of directors approved the regular 11.5 cent quarterly cash dividend. The dividend will be paid on May 20, 2005 to shareholders of record on May 9, 2005.

-more-

Alberto-Culver Reports Record Fiscal Second Quarter
and Six Month Fiscal 2005 Results Page 4

Generally accepted accounting principles (GAAP) require that the Company record a non-cash charge in the current quarter against pre-tax earnings of $3.6 million ($2.3 million after tax), due to the remeasurement of the intrinsic value of stock options affected by the November, 2003 conversion to a single class of common stock. This non-cash charge relates only to the conversion and had no effect on the sales, operating profits or cash flows of the Company’s business units or on the consolidated sales and cash flows of the Company.

GAAP did not allow the Company to record the entire non-cash charge related to the share conversion immediately when it took place during the fiscal 2004 first quarter. The Company has now recognized pre-tax non-cash charges of $7.4 million ($4.8 million after tax) for the first six months of fiscal 2005. The Company has also previously recognized pre-tax non-cash charges of $85.6 million ($55.6 million after tax) for fiscal 2004, including $71.3 million ($46.3 million after tax) in the first six months of fiscal 2004, and expects to recognize additional pre-tax non-cash charges of $7.3 million ($4.8 million after tax) over the remainder of fiscal 2005 and $3.4 million ($2.2 million after tax) over the next two fiscal years in diminishing amounts.

Due to the non-cash charge taken in conjunction with the November 2003 conversion to a single class of stock, and the disclosure of organic sales growth rates, this press release contains certain non-GAAP financial measures as defined by Regulation G of the Securities and Exchange Commission. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures is included as a schedule to this release and can also be found on the company’s web site at www.alberto.com

Mr. Bernick said the company would discuss second quarter and first-half results with investors in a call to be held later today (Thursday, April 28) at 2:30 pm ET. The dial-in numbers for the call are 800-730-9234 or 312-461-9457. The numbers for a replay of the conference call are 800-839-6713 or 402-220-2306 and will be available for seven days. The

-more-

Alberto-Culver Reports Record Fiscal Second Quarter
and Six Month Fiscal 2005 Results Page 5

passcode is 7050933. The call and a replay will also be available on the internet for 30 days at www.alberto.com in the Financials Section and at www.fulldisclosure.com.

Alberto-Culver Company manufactures, distributes and markets leading personal care products including Alberto VO5, St. Ives and TRESemmé in the United States and internationally. Its Pro-Line International unit is the second largest producer in the world of products for the ethnic hair care market. Sally Beauty Company is the world’s number one marketer of professional beauty care products through its chain of domestic and international Sally stores. Beauty Systems Group is a network of stores and professional sales consultants selling exclusive professional beauty care brands such as Matrix, Redken, Paul Mitchell, Wella, L’Oreal, Graham Webb and Sebastian to salon owners, salon professionals and franchisees.

This press release contains forward-looking statements. These statements are based on Alberto-Culver management’s current assessment of its markets and businesses. There are risks and uncertainties that could have an impact on these statements in the future. Some of the factors that could cause actual results to differ from these current projections include: the pattern of brand sales, competitive activity in each of the Company’s markets, loss of distribution rights, risks inherent in acquisitions and strategic alliances, loss of one or more key employees, sales by unauthorized distributors in the Company’s exclusive markets, the effects of a prolonged United States or global economic downturn or recession, changes in costs, unanticipated legal proceedings, health epidemics, variations in currency exchange rates, and changes in political, economic or other external factors over which the company has no control. The company is not obligated to update any forward-looking statement in this release.

-more-

Alberto-Culver Reports Record Fiscal Second Quarter
and Six Month Fiscal 2005 Results Page 6

Consolidated Condensed Statements of Earnings (Unaudited)

(in thousands, except per share data)

	2005		2004
Three Months Ended March 31, 2005 and 2004
Net sales	$	884,075		819,321
Cost of products sold		438,192		401,810
Gross profit		445,883		417,511
Advertising, marketing, selling and administrative		364,552		341,144
Non-cash charge related to conversion to one class of common stock *		3,588		8,100
Operating earnings		77,743		68,267
Interest expense, net		2,238		5,829
Earnings before income taxes		75,505		62,438
Provision for income taxes		26,427		21,853
Net earnings	$	49,078	$	40,585
Net earnings per share:
Basic	$	.54		.45
Diluted	$	.53		.44
Weighted average shares outstanding:
Basic		91,324		89,934
Diluted		93,163		91,864
	2005		2004
Six Months Ended March 31, 2005 and 2004
Net sales	$	1,731,609		1,584,072
Cost of products sold		859,665		784,528
Gross profit		871,944		799,544
Advertising, marketing, selling and administrative		709,061		651,949
Non-cash charge related to conversion to one class of common stock *		7,378		71,270
Operating earnings		155,505		76,325
Interest expense, net		3,972		11,209
Earnings before income taxes		151,533		65,116
Provision for income taxes		53,037		22,790
Net earnings	$	98,496	$	42,326
Net earnings per share:
Basic	$	1.08		.47
Diluted	$	1.06		.46
Weighted average shares outstanding:
Basic		91,022		89,540
Diluted		92,688		91,433

* The non-cash charge relates to the remeasurement of the intrinsic value of stock options affected by the conversion to one class of common stock.

-more-

Alberto-Culver Reports Record Fiscal Second Quarter
and Six Month Fiscal 2005 Results Page 7

Consolidated Condensed Balance Sheets (Unaudited)

(in thousands)

	March 31
	2005		2004
Assets
Cash, cash equivalents and short-term investments	$	106,225	291,065
Accounts receivable, net		278,876	233,222
Inventories		696,755	618,124
Other current assets		40,117	47,014
Total current assets		1,121,973	1,189,425
Property, plant and equipment, net		327,494	282,149
Goodwill and trade names, net		652,619	565,155
Other assets, net		83,340	78,339
Total assets	$	2,185,426	2,115,068
Liabilities and Stockholders’ Equity
Short-term borrowings and current maturities of long-term debt	$	1,053	462
Accounts payable, accrued expenses and income taxes		512,797	496,911
Total current liabilities		513,850	497,373
Long-term debt		124,665	320,690
Other liabilities and deferred taxes		104,035	92,626
Stockholders’ equity		1,442,876	1,204,379
Total liabilities and stockholders’ equity	$	2,185,426	2,115,068

-more-

Alberto-Culver Reports Record Fiscal Second Quarter
and Six Month Fiscal 2005 Results Page 8

Segment Data (Unaudited)

(in thousands)

	2005			2004
Three Months Ended March 31, 2005 and 2004
Net Sales:
Global Consumer Products	$	330,194		298,121
Beauty Supply Distribution:
Sally Beauty Supply		336,118		323,837
Beauty Systems Group		224,409		204,584
Total		560,527		528,421
Eliminations		(6,646	)	(7,221	)
	$	884,075		819,321
Earnings Before Provision for Income Taxes:
Global Consumer Products		30,102		24,090
Beauty Supply Distribution:
Sally Beauty Supply		40,866		40,271
Beauty Systems Group		11,037		17,394
Total		51,903		57,665
Segment operating profit		82,005		81,755
Unallocated expenses		(674	)	(5,388	)
Non-cash charge related to conversion to one class of common stock*		(3,588	)	(8,100	)
Interest expense, net		(2,238	)	(5,829	)
		75,505		62,438
	2005			2004
Six Months Ended March 31, 2005 and 2004
Net Sales:
Global Consumer Products	$	633,929		575,708
Beauty Supply Distribution:
Sally Beauty Supply		673,909		637,026
Beauty Systems Group		437,428		382,751
Total		1,111,337		1,019,777
Eliminations		(13,657	)	(11,413	)
	$	1,731,609		1,584,072
Earnings Before Provision for Income Taxes:
Global Consumer Products	$	57,506		48,779
Beauty Supply Distribution:
Sally Beauty Supply		82,924		75,498
Beauty Systems Group		26,198		33,444
Total		109,122		108,942
Segment operating profit		166,628		157,721
Unallocated expenses		(3,745	)	(10,126	)
Non-cash charge related to conversion to one class of common stock*		(7,378	)	(71,270	)
Interest expense, net		(3,972	)	(11,209	)
		151,533		65,116

* The non-cash charge relates to the remeasurement of the intrinsic value of stock options affected by the conversion to one class of common stock.

-more-

Alberto-Culver Reports Record Fiscal Second Quarter
and Six Month Fiscal 2005 Results Page 9

Schedule - Reconciliation of Non-GAAP Financial Measures

The Company’s press release announcing results of operations for the three and six months ended March 31, 2005 includes references to the following “non-GAAP financial measures” as defined by Regulation G of the Securities and Exchange Commission:

• Net earnings excluding non-cash charge

• Basic net earnings per share excluding non-cash charge

• Diluted net earnings per share excluding non-cash charge

• Organic sales growth

As discussed in the press release, the company had a non-cash charge related to the company’s conversion to one class of common stock impacting its financial results in the second quarter and first half of fiscal years 2005 and 2004. Generally accepted accounting principles (GAAP) require that the Company record a non-cash charge in the current quarter against pre-tax earnings of $3.6 million ($2.3 million after tax) due to the remeasurement of the intrinsic value of stock options affected by the November, 2003 conversion to a single class of common stock. GAAP did not allow the Company to record the entire non-cash charge related to the share conversion immediately when it took place during the fiscal 2004 first quarter. The Company previously recognized pre-tax non-cash charges of $85.6 million ($55.6 million after tax) for fiscal 2004, $7.4 million ($4.8 million after tax) was recognized in the first half of fiscal year 2005 with $3.6 million ($2.3 million after tax) of that amount in the second quarter, and expects to recognize additional pre-tax non-cash charges of $7.3 million ($4.7 million after tax) over the remainder of fiscal 2005 and $3.4 million ($2.2 million after tax) over the next two fiscal years in diminishing amounts. The non-cash charge relates to a change in the capital structure of the company rather than the normal operations of the company’s core businesses and had no effect on the sales, operating profits or cash flows of the Company’s business units or on the consolidated sales and cash flows of the Company.

Reconciliations of these non-GAAP financial measures to their most directly comparable financial measures under generally accepted accounting principles (GAAP) in the United States for the second quarter and first half of fiscal years 2005 and 2004 are as follows (in thousands, except per share data):

	Three Months Ended March 31			Six Months Ended March 31
	2005		2004	2005		2004
Net earnings, as reported	$	49,078	40,585	$	98,496	42,326
Non-cash charge related to conversion to one class of common stock, net of income taxes		2,332	5,265		4,796	46,325
Net earnings excluding non-cash charge	$	51,410	45,850	$	103,292	88,651
Basic net earnings per share, as reported	$	.54	.45	$	1.08	.47
Non-cash charge related to conversion to one class of common stock, net of income taxes		.02	.06		.05	.52
Basic net earnings per share excluding non-cash charge	$	.56	.51	$	1.13	.99
Diluted net earnings per share, as reported	$	.53	.44	$	1.06	.46
Non-cash charge related to conversion to one class of common stock, net of income taxes		.02	.06		.05	.51
Diluted net earnings per share excluding non-cash charge	$	.55	.50	$	1.11	.97

Alberto-Culver Reports Record Fiscal Second Quarter
and Six Month Fiscal 2005 Results Page 10

Schedule - Reconciliation of Non-GAAP Financial Measures (continued)

In addition, the press release discusses the percentage of organic sales growth which excludes the impact of foreign exchange, acquisitions and a divestiture.

A reconciliation of this non-GAAP financial measure to its most directly comparable financial measure under generally accepted accounting principles (GAAP) in the United States for the second quarter and first half of fiscal years 2005 and 2004 is as follows:

	Three Months Ended March 31				Six Months Ended March 31
	2005		2004		2005		2004
Net sales growth, as reported	7.9	%	15.9	%	9.3	%	12.8	%
Impact of foreign exchange	(1.2	)	(3.3	)	(1.6	)	(3.3	)
Impact of acquisitions	(3.2	)	(6.7	)	(3.8	)	(4.4	)
Impact of divestiture	1.9		—		1.5		—
Organic sales growth	5.4	%	5.9	%	5.4	%	5.1	%

Management uses these non-GAAP financial measures to evaluate the performance of the company and believes the presentation of these amounts provides the reader with information necessary to analyze the company’s normal operations for the periods compared.

###