-----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, AuuUh09OIB3Brb9Rz8f+1mIATyikg2TpIuSiTR7j1wCpN59GMoe1Aq4mh9b7InT+ iwjGIIVJFsERKCjWwzHiTg== /in/edgar/work/20000605/0000889812-00-002693/0000889812-00-002693.txt : 20000919 0000889812-00-002693.hdr.sgml : 20000919 ACCESSION NUMBER: 0000889812-00-002693 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000605 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: [2844 ] IRS NUMBER: 112408943 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-48157 FILM NUMBER: 649217 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 13G 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 13G 1 0001.txt STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) May 25, 2000 ---------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) The information required in 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 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 page. Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) [ ] SCHEDULE 13G CUSIP No. 518439 10 4 Page 1 of 7 (1) Names of Reporting Persons The 4202 Corporation 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) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power None Beneficially Owned ----------------------------------------------------- by Each Reporting (6) Shared Voting Power 3,584,309 Person With ----------------------------------------------------- (7) Sole Dispositive Power None ----------------------------------------------------- (8) Shared Dispositive Power 3,584,309 (See Item 4(c).) - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 3,584,309 (See Item 4(b).) - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row 9 2.8% (See Item 4(b).) - -------------------------------------------------------------------------------- (12) Type of Reporting Person CO SCHEDULE 13G CUSIP No. 518439 10 4 Page 2 of 7 (1) Names of Reporting Persons The RSL 4202 Trust, u/a/d May 14, 1999, created by Ronald S. Lauder, as Grantor 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) Citizenship or Place of Organization Connecticut - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power None Beneficially Owned ----------------------------------------------------- by Each Reporting (6) Shared Voting Power 3,584,309 Person With ----------------------------------------------------- (7) Sole Dispositive Power None ----------------------------------------------------- (8) Shared Dispositive Power 3,584,309 (See Item 4(c).) - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 3,584,309 (See Item 4(b).) - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row 9 2.8% (See Item 4(b).) - -------------------------------------------------------------------------------- (12) Type of Reporting Person OO SCHEDULE 13G CUSIP No. 518439 10 4 Page 3 of 7 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 ITEM 2. (a) Name of Person Filing The 4202 Corporation The RSL 4202 Trust (the "Corporation") (the "Trust") (b) Address of Principal Business Office The Corporation: The Trust: Wilmington Trust Company Deborah F. Stiles, as sole trustee of Rodney Square North the Trust 1100 North Market Street 12 Creamer Hill Road Wilmington, Delaware 19890- Greenwich, Connecticut 06831-2743 0001 (c) Citizenship The Corporation: Organized in the State The Trust: Organized in the State of of Delaware Connecticut (d) 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 4 below, 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 SCHEDULE 13G CUSIP No. 518439 10 4 Page 4 of 7 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. (e) CUSIP No. The CUSIP number of the Class A Common Stock is 518439 10 4. ITEM 3. Not applicable. ITEM 4. Ownership (a) On May 25, 2000, 4,454,027 shares of Class A Common Stock were contributed to the Trust, and the Trust contributed 4,454,027 shares of Class A Common Stock to the Corporation (the "Contribution"). On May 31, 2000, the Corporation sold 4,747,892 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 746,667 shares of Class A Common Stock from the Corporation. After the Contribution, but prior to the Offering, the Corporation owned 8,332,201 shares of Common Stock as follows: 5,494,559 shares of Class A Common Stock and 2,837,642 shares of Class B Common Stock. As a result of the Offering, the Corporation owns 3,584,309 shares of Common Stock as follows: 746,667 shares of Class A Common Stock and 2,837,642 shares of Class B Common Stock. (b) 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. Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Corporation, after the Contribution, but prior to the Offering, the Corporation would have beneficially owned 8,332,201 shares of Class A Common Stock, constituting 6.6% of the number of shares of Class A Common Stock then outstanding. SCHEDULE 13G CUSIP No. 518439 10 4 Page 5 of 7 Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Corporation, after the Offering, the Corporation would beneficially own 3,584,309 shares of Class A Common Stock, constituting 2.8% of the number of shares of Class A Common Stock outstanding. (c) 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 dispositive power over all of the shares of Common Stock owned by the Corporation. 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, after the Contribution, but prior to the Offering, the 5,494,559 shares of Class A Common Stock and 2,837,642 shares of Class B Common Stock for which the Corporation had voting power constituted 2.7% of the aggregate voting power of the Issuer. Assuming no conversion of any of the outstanding shares of Class B Common Stock, after the Offering, the 746,667 shares of Class A Common Stock and 2,837,642 shares of Class B Common Stock for which the Corporation has voting power constitute 2.3% of the aggregate voting power of the Issuer. ITEM 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person No person other than those described in Item 4 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. SCHEDULE 13G CUSIP No. 518439 10 4 Page 6 of 7 ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable. ITEM 8. Identification and Classification of Members of the Group Not applicable. ITEM 9. Notice of Dissolution of the Group Not applicable. ITEM 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Dated: June 5, 2000 THE 4202 CORPORATION /s/Deborah F. Stiles -------------------------------------------- Deborah F. Stiles Vice President SCHEDULE 13G CUSIP No. 518439 10 4 Page 7 of 7 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Dated: June 5, 2000 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 June 5, 2000, among the Filing Persons. 2. List of Persons Filing Schedule 13G Pursuant to Rule 13d-1(c) under the Act. EX-99.1 2 0002.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the Statement on Schedule 13G, to which this exhibit is attached, is filed on its behalf. Dated: June 5, 2000 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 0003.txt LIST OF PERSONS FILING SCHEDULE 13G Exhibit 2 LIST OF PERSONS FILING SCHEDULE 13G PURSUANT TO RULE 13d-1(c) UNDER THE ACT The 4202 Corporation The RSL 4202 Trust -----END PRIVACY-ENHANCED MESSAGE-----