-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BWnLvef0O9/KIFtQObeRxglSF4GG38wBYMACxDsWrz1WZF45huXBmfS/GRcdwely pWiTnyHStrMaprQGgYzdJg== 0001368458-06-000088.txt : 20061117 0001368458-06-000088.hdr.sgml : 20061117 20061117195249 ACCESSION NUMBER: 0001368458-06-000088 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061116 FILED AS OF DATE: 20061117 DATE AS OF CHANGE: 20061117 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: New Sally Holdings, Inc. CENTRAL INDEX KEY: 0001368458 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 BUSINESS PHONE: (708) 450-3000 MAIL ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERNICK CAROL L CENTRAL INDEX KEY: 0000904530 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33145 FILM NUMBER: 061228168 BUSINESS ADDRESS: BUSINESS PHONE: 708-450-3051 MAIL ADDRESS: STREET 1: 2525 ARMITAGE AVENUE CITY: MELROSE PARK STATE: IL ZIP: 60160 FORMER NAME: FORMER CONFORMED NAME: BERNICK CAROL L/LEONARD H LAVIN GRANTOR ANNUITY TRUST ET AL DATE OF NAME CHANGE: 19930513 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-11-16 1 0001368458 New Sally Holdings, Inc. SBH 0000904530 BERNICK CAROL L C/O ALBERTO-CULVER COMPANY 2525 ARMITAGE AVENUE MELROSE PARK IL 60160 1 1 0 0 Chairman Common Stock 2006-11-16 4 A 0 723843 A 723843 I FN7 Common Stock 2006-11-16 4 A 0 224808 A 224808 I FN2 Common Stock 2006-11-16 4 A 0 13050 A 13050 I FN8 Common Stock 2006-11-16 4 A 0 18057 A 18057 I FN9 Common Stock 2006-11-16 4 A 0 5955857 A 5955857 I FN4 Common Stock 2006-11-16 4 A 0 1357331 A 1357331 I FN3 Common Stock 2006-11-16 4 A 0 500000 A 500000 I FN12 Common Stock 2006-11-16 4 A 0 500000 A 500000 I FN11 Common Stock 2006-11-16 4 A 0 609859 A 609859 I FN14 Common Stock 2006-11-16 4 A 0 150300 A 150300 I FN6 Common Stock 2006-11-16 4 A 0 27750 A 27750 I FN10 Common Stock 2006-11-16 4 A 0 17 A 17 I FN15 Common Stock 2006-11-16 4 A 0 80010 A 80010 I FN1 Common Stock 2006-11-16 4 A 0 80010 A 80010 I FN13 Common Stock 2006-11-16 4 A 0 80010 A 80010 I FN16 Common Stock 2006-11-16 4 A 0 592180 A 592180 I FN5 Common Stock 2006-11-16 4 A 0 158048 A 158048 I FN19 Common Stock 2006-11-16 4 A 0 158048 A 158048 I FN20 Common Stock 2006-11-16 4 A 0 133529 A 133529 I FN 17 Common Stock 2006-11-16 4 A 0 133529 D 133529 I FN18 Common Stock 2006-11-16 4 A 0 123718 A 123718 I FN21 Common Stock 2006-11-16 4 A 0 123718 A 123718 I FN22 Employee Stock Option (Right to Buy) 34.227 2006-11-16 4 A 0 105000 A 2012-09-30 Common Stock 105000 105000 D Employee Stock Option (Right to Buy) 39.543 2006-11-16 4 A 0 90000 A 2013-09-30 Common Stock 90000 90000 D Employee Stock Option (Right to Buy) 42.46 2006-11-16 4 A 0 79000 A 2014-10-26 Common Stock 79000 79000 D Employee Stock Option (Right to Buy) 44.40 2006-11-16 4 A 0 80000 A 2015-09-30 Common Stock 80000 80000 D Employee Stock Option (Right to Buy) 16.625 2006-11-16 4 A 0 33750 A 2010-09-30 Common Stock 33750 33750 D Employee Stock Option (Right to Buy) 21.77 2006-11-16 4 A 0 67500 A 2011-09-30 Common Stock 67500 67500 D Employee Stock Option (Right to Buy) 34.227 2006-11-16 4 A 0 232500 A 2012-09-30 Common Stock 232500 232500 I FN5 Employee Stock Option (Right to Buy) 39.543 2006-11-16 4 A 0 201000 A 2013-09-30 Common Stock 201000 201000 I FN5 Employee Stock Option (Right to Buy) 43.83 2006-11-16 4 A 0 182000 A 2014-09-30 Common Stock 182000 182000 I FN5 Employee Stock Option (Right to Buy) 44.40 2006-11-16 4 A 0 180000 A 2015-09-30 Common Stock 180000 180000 I FN5 Employee Stock Option (Right to Buy) 16.625 2006-11-16 4 A 0 84000 A 2010-09-30 Common Stock 84000 84000 I FN5 Employee Stock Option (Right to Buy) 21.77 2006-11-16 4 A 0 168000 A 2011-09-30 Common Stock 168000 168000 I FN5 Employee Stock Option (Right to Buy) 34.227 2006-11-16 4 D 0 105000 D 2012-09-30 Common Stock 105000 0 D Employee Stock Option (Right to Buy) 39.543 2006-11-16 4 D 0 90000 D 2013-09-30 Common Stock 90000 0 D Employee Stock Option (Right to Buy) 42.46 2006-11-16 4 D 0 79000 D 2014-10-26 Common Stock 79000 0 D Employee Stock Option (Right to Buy) 44.40 2006-11-16 4 D 0 80000 D 2015-09-30 Common Stock 80000 0 D Employee Stock Option (Right to Buy) 16.625 2006-11-16 4 D 0 33750 D 2010-09-30 Common Stock 33750 0 D Employee Stock Option (Right to Buy) 21.77 2006-11-16 4 D 0 67500 D 2011-09-30 Common Stock 67500 0 D Employee Stock Option (Right to Buy) 34.227 2006-11-16 4 D 0 232500 D 2012-09-30 Common Stock 232500 0 I FN5 Employee Stock Option (Right to Buy) 39.543 2006-11-16 4 D 0 201000 D 2013-09-30 Common Stock 201000 0 I FN5 Employee Stock Option (Right to Buy) 43.83 2006-11-16 4 D 0 182000 D 2014-09-30 Common Stock 182000 0 I FN5 Employee Stock Option (Right to Buy) 44.40 2006-11-16 4 D 0 180000 D 2015-09-30 Common Stock 180000 0 I FN5 Employee Stock Option (Right to Buy) 16.625 2006-11-16 4 D 0 84000 D 2010-09-30 Common Stock 84000 0 I FN5 Employee Stock Option (Right to Buy) 21.77 2006-11-16 4 D 0 168000 D 2011-09-30 Common Stock 168000 0 I FN5 Held by the undersigned as co-trustee of a trust dated 11/14/89 for the benefit of a relative.*** Held by the undersigned as trustee of a trust dated 4/23/93 for her benefit. Held by the undersigned as trustee of a trust dated 10/31/98 for the benefit of her sister.*** Held by the undersigned as trustee of a trust dated 4/17/02 for her benefit. Held directly by the undersigned's spouse.*** Held by the undersigned as co-trustee of a trust dated 10/20/72 for her benefit. Held by the undersigned as trustee of a trust dated 9/15/93 for her benefit. Held by the undersigned as a participant in the Alberto-Culver Company Employees' Profit Sharing Plan. Held by the undersigned's spouse as a participant in the Alberto-Culver Company Employees' Profit Sharing Plan.** * Held by the undersigned's spouse as one of three co-trustees of a trust dated 7/7/97 for the benefit of their children.*** Held by the undersigned as co-trustee of a trust dated 12/18/87 for the benefit of her father.*** Held by the undersigned as co-trustee of a trust dated 12/18/87 for the benefit of her mother.*** Held by the undersigned as co-trustee of a trust dated 11/14/89 for the benefit of a relative.*** Held by the undersigned as co-trustee of a trust dated 9/18/01 for her benefit. Held by the undersigned's spouse as trustee of a trust dated 4/23/93 for his benefit.*** Held by the undersigned as co-trustee of a trust dated 11/14/89 for the benefit of a relative.*** Held by the undersigned as trustee of a trust dated 4/28/05 for her benefit, which trust is a Grantor Annuity Trust. Held by the undersigned as trustee of a trust dated 4/28/05 for her benefit, which trust is a Grantor Annuity Trust. Held by the undersigned as trustee of a trust dated 2/2/06 for her benefit, which trust is a Grantor Annuity Trust. Held by the undersigned as trustee of a trust dated 2/2/06 for her benefit, which trust is a Grantor Annuity Trust. Held by the undersigned as trustee of a trust dated 7/27/06 for her benefit, which trust is a Grantor Annuity Trust. Held by the undersigned as trustee of a trust dated 7/27/06 for her benefit, which trust is a Grantor Annuity Trust. Acquisition of shares of common stock in a merger of one of the issuer's subsidiaries into the Alberto-Culver Company ("Old Alberto-Culver") to effect the formation of a holding company (the "Holding Company Merger"). In the Holding Company Merger, the shares of common stock of Old Alberto-Culver were converted, on a one-for-one basis, into shares of common stock of the issuer pursuant to an Investment Agreement dated as of June 19, 2006, as amended, among Old Alberto-Culver and certain of its subsidiaries and CDRS Acquisition LLC. This option, to the extent unexercisable, became exercisable in full on November 16, 2006. In the Holding Company Merger this option replaced an option to purchase a number of shares of common stock of Old Alberto-Culver equal to the number of shares subject to this option at an exercise price equal to the exercise price of this option. This option was assumed by Alberto-Culver Company, formerly known as New Aristotle Holdings, Inc. ("New Alberto-Culver"), in connection with the spin-off by the issuer of New Alberto-Culver (the "Spin-Off") and replaced with an option to purchase a number of shares of common stock of New Alberto-Culver equal to the number of shares subject to this option multiplied by a ratio, the numerator of which is the Old Alberto-Culver stock price prior to the Spin-Off ("Pre Spin-Off Price") and the denominator of which is the 5-day average of the New Alberto-Culver stock price after the Spin-Off ("Post Spin-Off Price") at an exercise price equal to the exercise price of this option multiplied by a ratio, the numerator of which is the Post Spin-Off Price and the denominator of which is the Pre Spin-Off Price. ***The filing of this report shall not be deemed an admission by the undersigned that she is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934. /James M. Spira/ Attorney-in-Fact for Carol L. Bernick 2006-11-17 -----END PRIVACY-ENHANCED MESSAGE-----