-----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, JmnJd+Xwc80iR5SKG0hae/mzzqKHGGMwyTDXrdSOvsqDF6AFb2CvVwxBYyv5tJlj XA0Az1RU31yuu0XvWgSC1g== 0000889812-99-001728.txt : 19990624 0000889812-99-001728.hdr.sgml : 19990624 ACCESSION NUMBER: 0000889812-99-001728 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990528 GROUP MEMBERS: 4202 CORP GROUP MEMBERS: THE RSL 4202 TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESTEE LAUDER COMPANIES INC CENTRAL INDEX KEY: 0001001250 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 112408943 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48157 FILM NUMBER: 99637378 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 4202 CORP CENTRAL INDEX KEY: 0001087698 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O WILMINGTON TRUST CO STREET 2: RODNEY SQUARE N 1100 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890-0001 BUSINESS PHONE: 3026511327 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Estee Lauder Companies Inc. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 518439 10 4 (CUSIP Number) George E.B. Maguire, Esq. Debevoise & Plimpton 875 Third Avenue New York, NY 10022 (212) 909-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 1999 -------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. SCHEDULE 13D CUSIP No. 518439 10 4 Page 2 of 10 Pages (1) Names of Reporting Persons The 4202 Corporation S.S. or I.R.S. Identification Nos. of Above Persons - ------------------------------------------------------------------------------- (2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds Not Applicable. (See Item 3.) - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power None Beneficially Owned --------------------------------------------------------- by Each Reporting (8) Shared Voting Power 2,100,000 Person With --------------------------------------------------------- (9) Sole Dispositive Power None --------------------------------------------------------- (10) Shared Dispositive Power 2,100,000 (See Item 5(b).) - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,100,000 (See Item 5(b).) - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 3.3% (See Items 5(a) and (b).) - ------------------------------------------------------------------------------- (14) Type of Reporting Person CO SCHEDULE 13D CUSIP No. 518439 10 4 Page 3 of 10 Pages (1) Names of Reporting Persons The RSL 4202 Trust, u/a/d May 14, 1999, created by Ronald S. Lauder, as Grantor S.S. or I.R.S. Identification Nos. of Above Persons - ------------------------------------------------------------------------------- (2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds Not Applicable. (See Item 3.) - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Connecticut - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power None Beneficially Owned --------------------------------------------------------- by Each Reporting (8) Shared Voting Power 2,100,000 Person With --------------------------------------------------------- (9) Sole Dispositive Power None --------------------------------------------------------- (10) Shared Dispositive Power 2,100,000 (See Item 5(b).) - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,100,000 (See Item 5(b).) - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 3.3% (See Items 5(a) and (b).) - ------------------------------------------------------------------------------- (14) Type of Reporting Person 00 SCHEDULE 13D CUSIP No. 518439 10 4 Page 4 of 10 Pages ITEM 1. (a) Name of Issuer The Estee Lauder Companies Inc. (the "Issuer") (b) Address of Issuer's Principal Executive Offices 767 Fifth Avenue New York, New York 10153 (c) Title of Class of Securities This report covers the Issuer's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"). The Issuer has also issued Class B Common Stock, par value $.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"). As described in Item 5(b) below, each share of Class B Common Stock is convertible at the option of holder into one share of Class A Common Stock and is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Permitted Transferee, as that term is defined in the Issuer's Certificate of Incorporation. Based upon this conversion feature of Class B Common Stock, the Reporting Persons are, pursuant to Rule 13d-3(d)(1)(i)(B) of the Act, deemed for purposes of this filing to be the beneficial owners of such shares of Class A Common Stock as would be issued upon conversion. The Class A Common Stock and Class B Common Stock are substantially identical, except for disparity in voting power and the conversion feature of the Class B Common Stock. ITEM 2. Reporting Person Reporting Person - ---------------- ---------------- The 4202 Corporation The RSL 4202 Trust (the "Corporation") (the "Trust") Place of organization: Place of organization: State of Delaware State of Connecticut SCHEDULE 13D CUSIP No. 518439 10 4 Page 5 of 10 Pages Principal business: Investments Principal business: Investments Principal Office: Principal Office: 1105 North Market Street c/o Deborah F. Stiles, as sole trustee of Suite 1300 the Trust Wilmington, Delaware 19890- 12 Creamer Hill Road 0001 Greenwich, Connecticut 06831-2743 (d) No. (d) No. (e) No. (e) No. Officers/Directors of Reporting Persons 1. (a) Deborah F. Stiles, sole trustee of the Trust and director, vice president and secretary of the Corporation (b) 12 Creamer Hill Road Greenwich, Connecticut 06831-2743 (c) Partner at the law firm of Debevoise & Plimpton 875 Third Avenue New York, NY 10022 (d) No (e) No (f) U.S.A. 2. (a) H. William Healy, director, president and treasurer of the Corporation (b) 2992 Kitchum's Close Williamsburg, Virginia 23185 (c) Retired (d) No (e) No (f) U.S.A. SCHEDULE 13D CUSIP No. 518439 10 4 Page 6 of 10 Pages 3. (a) Lloyd O. Martin, director, assistant treasurer and assistant secretary of the Corporation (b) Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 (c) Assistant Vice President of the Corporate Financial Services Department of the Wilmington Trust Company, a provider of financial services (d) No (e) No (f) U.S.A. ITEM 3. Source and Amount of Funds or Other Consideration. Not applicable. The shares of Common Stock were contributed to the Corporation by Ronald S. Lauder, the sole stockholder of the Corporation, and all of the shares of capital stock of the Corporation were then contributed to the Trust by Ronald S. Lauder. ITEM 4. Purpose of Transaction. The Corporation acquired the shares of Class A Common Stock for investment purposes. On May 18, 1999, 1,029,317 shares of Class A Common Stock and 3,070,683 shares of Class B Common Stock were contributed to the Corporation (the "Contribution"), and ownership of the Corporation was then transferred to the Trust. The Corporation then transferred 1,651,862 shares of Class B Common Stock to Richard D. Parsons, as trustee of the Trusts f/b/o Aerin Lauder Zinterhofer and Jane Lauder, u/a/d December 15, 1976, created by Estee Lauder and Joseph H. Lauder, as Grantors, and the Trusts f/b/o Aerin Lauder Zinterhofer and Jane Lauder, u/a/d December 15, 1976, created by Ronald S. Lauder, as Grantor, in exchange for the transfer to the Corporation of an equal number of shares of Class A Common Stock (the "Exchange"). On May 25, 1999, the Corporation sold 2,000,000 shares of Class A Common Stock in a registered public offering by the Issuer (the "Offering"). The underwriters of the Offering have an option to purchase an additional 300,000 shares of SCHEDULE 13D CUSIP No. 518439 10 4 Page 7 of 10 Pages Class A Common Stock from the Corporation. The Corporation may sell additional shares of Class A Common Stock in the future as part of its investment activities. The Trust acquired 100% of the shares of capital stock of the Corporation for investment purposes. ITEM 5. Interest in Securities of the Issuer. (a) After the Contribution, but prior to the Exchange, the Corporation owned 4,100,000 shares of Common Stock as follows: 1,029,317 shares of Class A Common Stock and 3,070,683 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock and is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Permitted Transferee, as that term is defined in the Issuer's Certificate of Incorporation (see Item 2(c) above). Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Corporation after the Contribution, but prior to the Exchange, the Corporation would have beneficially owned 4,100,000 shares of Class A Common Stock, constituting 6.3% of the number of shares of Class A Common Stock then outstanding. After the Exchange, but prior to the Offering, the Corporation owned 4,100,000 shares of Common Stock as follows: 2,681,179 shares of Class A Common Stock and 1,418,821 shares of Class B Common Stock. Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Corporation after the Exchange, but prior to the Offering, the Corporation would have beneficially owned 4,100,000 shares of Class A Common Stock, constituting 6.3% of the number of shares of Class A Common Stock then outstanding. As a result of the Offering, the Corporation owns 2,100,000 shares of Common Stock as follows: 681,789 shares of Class A Common Stock and 1,418,821 shares of Class B Common Stock. Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Corporation after the Exchange, the Corporation would beneficially own 2,100,000 shares of Class A Common Stock, constituting 3.3% of the number of shares of Class A Common Stock outstanding. (b) Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer's stockholders and each share of Class B Common Stock entitles the holder to ten votes on each such matter, including the election of directors of the Issuer. Assuming no conversion of any of the outstanding shares of Class B Common Stock, the 681,789 shares of Class A Common Stock and 1,418,821 shares of Class B Common Stock for which the Corporation has voting power (following the Offering) constitute 2.4% of the aggregate voting power of the Issuer. SCHEDULE 13D CUSIP No. 518439 10 4 Page 8 of 10 Pages All of the issued and outstanding shares of capital stock of the Corporation are owned by Deborah F. Stiles, in her capacity as the sole trustee of the Trust. Ms. Stiles, as the sole trustee of the Trust and a director and officer of the Corporation, H. William Healy, as a director and officer of the Corporation, and Lloyd O. Martin, as a director and officer of the Corporation, share voting and investment power over all of the shares of Common Stock owned by the Corporation. (c) See Item 4. (d) No person other than those described in Item 5(b) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the Corporation. (e) The Corporation ceased to be the beneficial owner of more than five percent of the outstanding shares of Class A Common Stock on May 25, 1999, the date of the Offering. ITEM 6. Neither the Reporting Persons nor any of the officers or directors of the Reporting Persons have any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer. ITEM 7. Materials to Be Filed as Exhibits. Exhibit 1. Joint Filing Agreement, dated as of May 26, 1999, among the Filing Persons. Exhibit 2. List of Persons Filing Schedule 13D Pursuant to Rule 13d-1(a) under the Act. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 26, 1999 THE 4202 CORPORATION /s/Deborah F. Stiles --------------------- Deborah F. Stiles Vice President Signature. SCHEDULE 13D CUSIP No. 518439 10 4 Page 9 of 10 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 26, 1999 THE RSL 4202 TRUST, u/a/d May 14, 1999, created by Ronald S. Lauder, as grantor /s/Deborah F.Stiles ------------------- Deborah F. Stiles, as sole trustee of The RSL 4202 Trust INDEX OF EXHIBITS 1. Joint Filing Agreement, dated as of May 26, 1999, among the Filing Persons. 2. List of Persons Filing Schedule 13D Pursuant to Rule 13d-1(a) under the Act. EX-99.1 2 JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the Statement on Schedule 13D, to which this exhibit is attached, is filed its behalf. Dated: May 26, 1999 THE 4202 CORPORATION /s/Deborah F. Stiles ------------------------------- Deborah F. Stiles Vice President THE RSL 4202 TRUST, u/a/d May 14, 1999, created by Ronald S. Lauder, as grantor /s/Deborah F. Stiles ------------------------------- Deborah F. Stiles, as sole trustee of The RSL 4202 Trust EX-99.2 3 LIST OF PERSONS FILING SCHEDULE 13D PURSUANT TO RULE 13D-1(A) Exhibit 2 LIST OF PERSONS FILING SCHEDULE 13D PURSUANT TO RULE 13d-1(a) UNDER THE ACT The 4202 Corporation The RSL 4202 Trust -----END PRIVACY-ENHANCED MESSAGE-----