SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant [_]
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[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Alberto-Culver Company
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(Name of Registrant as Specified In Its Charter)
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[LOGO]
HOWARD B. BERNICK
President and Chief Executive Officer
Dear Fellow Shareholder: December 31, 2002
I trust that you have received the proxy materials for Alberto-Culver
Company's Annual Meeting of Shareholders to be held on Thursday, January 23,
2003, which were mailed to you recently.
With the Annual Meeting now less than three weeks away, it is very
important to us that you sign and return your proxy voting instruction card as
soon as possible to make sure that your vote is counted. A duplicate proxy
voting instruction card and a return envelope are enclosed for your convenience.
In addition to electing four directors at this year's Annual Meeting, the
Company is seeking approval to change the stock component of four existing
benefit plans to Class B shares from Class A shares as well as shareholder
approval for amendments to the Company's Restated Certificate of Incorporation.
While we always encourage all shareholders to vote every year, your vote is
particularly important this year. The reason is that the amendments to the
Company's Restated Certificate of Incorporation (Proposal 6 on the proxy voting
instruction card) require approval by seventy-five percent of the total
outstanding votes and seventy-five percent of the combined outstanding Class A
and Class B shares, along with a majority of the total outstanding shares of
each of the Class A and Class B common stock voting as a separate class. Due to
these requirements, all non-votes by shareholders are essentially votes against
this proposal.
The Board of Directors and our senior management team have determined that
each of the proposals contained in the proxy materials are in the best interest
of the Company and we recommend you vote "FOR" each proposal on the enclosed
proxy voting instruction card.
If you already have voted, it is not necessary to vote again. However, if
you have not voted, please sign the enclosed card and return it as soon as
possible. Your vote is important to us. In the event that two proxies are
received from you, the one bearing the latest date will be counted, as it
automatically revokes all prior proxies covering the same shares. In the event
that you have any questions about any of the proxy items, please feel free to
contact our proxy solicitor, Morrow & Co., at (800) 607-0088 or our Investor
Relations Department at (708) 450-3145.
With our very best wishes for the New Year.
Sincerely,
/s/ H. B. Bernick
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H. B. Bernick
Enclosure
2525 ARMITAGE AVENUE, MELROSE PARK, ILLINOIS 60160-1163 TELEPHONE (708) 450-3110
FAX (708) 450-3110