-----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, PP2UJ2ONVUQ97N7chtKScpkAIGousRRZZHYPi47jF4ApThsdtkdY97jVEHvgFryb L4DOzFFMlObY4NOGPXKcTA== 0000909518-97-000064.txt : 19970130 0000909518-97-000064.hdr.sgml : 19970130 ACCESSION NUMBER: 0000909518-97-000064 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970129 SROS: NYSE 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48157 FILM NUMBER: 97513738 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: LAUDER RONALD S CENTRAL INDEX KEY: 0000942617 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STE 4200 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 AMENDMENT NO.1 TO 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------- (Amendment No. 1)* The Estee Lauder Companies Inc. -------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, 518439 10 4 par value $.01 per share ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) ------------- *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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). Continued on Following Pages CUSIP No. 518439 10 4 13G Page 2 of 9 1 NAME OF REPORTING Ronald S. Lauder PERSONS: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [_] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF United States of America ORGANIZATION: NUMBER OF 5 SOLE VOTING POWER: 32,598,658 SHARES BENEFICIALLY 6 SHARED VOTING POWER: 16,765,779 OWNED BY EACH 7 SOLE DISPOSITIVE 12,015,043 REPORTING POWER: PERSON WITH 8 SHARED DISPOSITIVE 40,099,394 POWER: 9 AGGREGATE AMOUNT 52,114,437 ** SEE ITEM 4 BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) N/A EXCLUDES CERTAIN SHARES:* [_] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 60.4% (9): ** SEE ITEM 4 12 TYPE OF REPORTING IN PERSON: * SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. IDENTITY OF ISSUER (a) The name of the issuer is The Estee Lauder Companies Inc. (the "Issuer"). (b) The address of the Issuer's principal executive office is 767 Fifth Avenue, New York, New York 10153. ITEM 2. IDENTITY OF PERSON FILING (a) - (c) This report is being filed by Ronald S. Lauder with a business address of 767 Fifth Avenue, New York, New York 10153 (the "Reporting Person"). The Reporting Person is a citizen of the United States of America. (d) - (e) This report covers the Issuer's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"). The CUSIP number of the Class A Common Stock is 518439 10 4. ITEM 3. Not Applicable. ITEM 4. OWNERSHIP (a) The Reporting Person beneficially owns 52,114,437 shares of Class A Common Stock as follows: (i) 17,513,615 shares of Class A Common Stock and 17,831,861 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the "Class B Common Stock") held directly by the Reporting Person; (ii) 1,591 shares of Class A Common Stock and 1,591 shares of Class B Common Stock held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust; (iii) 8,163,253 shares of Class A Common Stock and 6,094,926 shares of Class B Common Stock held indirectly as a co-trustee of The Estee Lauder 1994 Trust; (iv) 7,692 shares of Class A Common Stock and 1,923,077 shares of Class B Common Stock held indirectly as a general partner of Lauder & Sons L.P. and as a co-trustee of The 1995 Estee Lauder RSL Trust, which is also a general partner of Lauder & Sons L.P.; (v) 261,131 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation; and (vi) 315,700 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation. The Reporting Person disclaims beneficial ownership of (i) 261,131 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation; (ii) 315,700 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation; and (iii) 1,591 shares of Class A Common Stock and the 1,591 shares of Class B Common Stock held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust. The Reporting Person has a short position of 8,333,333 shares of Class A Common Stock. The 17,513,615 shares of Class A Common Stock held directly by the Reporting Person include shares pledged as collateral in amounts equal to the following loans: (i) 4,320,434 shares of Class A Common Stock borrowed from Richard D. Parsons, as trustee of the Trusts f/b/o Aerin Lauder and Jane Lauder u/a/d December 15, 1976 created by Estee Lauder and Joseph H. Lauder, as Grantors (the "Accumulation Trusts"); (ii) 2,315,406 shares of Class A Common Stock borrowed from Richard D. Parsons, as trustee of the Trusts f/b/o Aerin Lauder and Jane Lauder u/a/d December 15, 1976 created by Ronald S. Lauder, as Grantor (the "Distribution Trusts"); and (iii) 1,697,493 shares of Class A Common Stock borrowed from Leonard A. Lauder. In addition, the 17,513,615 shares of Class A Common Stock and the 17,831,861 shares of Class B Common Stock held directly by the Reporting Person include 9,180,282 shares of Class A Common Stock and 5,820,000 shares of Class B Common Stock, respectively, pledged to Morgan Guaranty Trust Company of New York ("Morgan") as collateral for a credit facility. The Reporting Person granted Leonard A. Lauder a proxy with respect to 2,750,000 shares of Class A Common Stock in connection with a loan of 5,500,000 shares of Class A Common Stock from Leonard A. Lauder to The Estee Lauder 1994 Trust, which proxy terminates automatically upon repayment of the loan. As a result, upon repayment of the 5,500,000 shares of Class A Common Stock by The Estee Lauder 1994 Trust to Leonard A. Lauder, the Reporting Person's aggregate beneficial ownership of 8,163,253 shares of Class A Common Stock held indirectly as a co-trustee of The Estee Lauder 1994 Trust would decrease by 5,500,000 shares to 2,663,253 shares of Class A Common Stock, but the Reporting Person's aggregate voting power would only decrease by 2,750,000 shares of Class A Common Stock because the 2,750,000 shares of Class A Common Stock subject to the proxy granted to Leonard A. Lauder would terminate. (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 Reporting Person, the Reporting Person would beneficially own 52,114,437 shares of Class A Common Stock, which would constitute 60.4% of the number of shares of Class A Common Stock outstanding. Assuming repayment of the 5,500,000 shares of Class A Common Stock by The Estee Lauder 1994 Trust to Leonard A. Lauder, the Reporting Person would beneficially own 46,614,437 shares of Class A Common Stock, which would constitute 54.0% of the number of shares of Class A Common Stock outstanding. 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 23,512,982 shares of Class A Common Stock and the 25,851,455 shares of Class B Common Stock for which the Reporting Person has voting power constitute 44.8% of the aggregate voting power of the Issuer. Assuming repayment of the 5,500,000 shares of Class A Common Stock by The Estee Lauder 1994 Trust to Leonard A. Lauder, the 20,762,982 shares of Class A Common Stock and the 25,851,455 shares of Class B Common Stock for which the Reporting Person would have voting power would constitute 44.4% of the aggregate voting power of the Issuer. (c)(i) The Reporting Person has sole voting power with respect to 32,598,658 shares of Class A Common Stock as follows: (i) 14,763,615 shares of Class A Common Stock and 17,831,861 shares of Class B Common Stock held directly by the Reporting Person and (ii) 1,591 shares of Class A Common Stock and 1,591 shares of Class B Common Stock held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust. (ii) The Reporting Person shares voting power with respect to 16,765,779 shares of Class A Common Stock as follows: (i) the Reporting Person shares voting power with Leonard A. Lauder, as a co-trustee of The Estee Lauder 1994 Trust, with respect to 8,163,253 shares of Class A Common Stock and 6,094,926 shares of Class B Common Stock owned by The Estee Lauder 1994 Trust; (ii) the Reporting Person shares voting power with Leonard A. Lauder, as an individual general partner of Lauder & Sons L.P. and as a co- trustee of The 1995 Estee Lauder LAL Trust, which is a general partner of Lauder & Sons L.P., with respect to 7,692 shares of Class A Common Stock and 1,923,077 shares of Class B Common Stock owned by Lauder & Sons L.P.; (iii) the Reporting Person shares voting power with respect to 261,131 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation; and (iv) the Reporting Person shares voting power with respect to 315,700 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation. (iii) The Reporting Person has sole dispositive power with respect to 12,015,043 shares of Class A Common Stock as follows: (i) 12,011,861 shares of Class B Common Stock held directly by the Reporting Person and (ii) 1,591 shares of Class A Common Stock and 1,591 shares of Class B Common Stock held indirectly as the sole trustee of The Descendants of Ronald S. Lauder 1966 Trust. (iv) The Reporting Person shares dispositive power with respect to 40,099,394 shares of Class A Common Stock as follows: (i) the Reporting Person shares dispositive power with Richard D. Parsons, as trustee of the Accumulation Trusts, with respect to 4,320,434 shares of Class A Common Stock pledged to the Accumulation Trusts; (ii) the Reporting Person shares dispositive power with Richard D. Parsons, as trustee of the Distribution Trusts, with respect to 2,315,406 shares of Class A Common Stock pledged to the Distribution Trusts; (iii) the Reporting Person shares dispositive power with Leonard A. Lauder with respect to 1,697,493 shares of Class A Common Stock pledged to Leonard A. Lauder; (iv) the Reporting Person shares dispositive power with Morgan with respect to 9,180,282 shares of Class A Common Stock and 5,820,000 shares of Class B Common Stock pledged to Morgan as collateral for a credit facility; (v) the Reporting Person shares dispositive power with Leonard A. Lauder and Ira T. Wender, as co-trustees of The Estee Lauder 1994 Trust, with respect to 8,163,253 shares of Class A Common Stock and 6,094,926 shares of Class B Common Stock owned by The Estee Lauder 1994 Trust; (vi) the Reporting Person shares dispositive power with respect to 7,692 shares of Class A Common Stock and 1,923,077 shares of Class B Common Stock owned by Lauder & Sons L.P. with (a) Leonard A. Lauder, as an individual general partner of Lauder & Sons L.P. and as a co- trustee of The 1995 Estee Lauder LAL Trust, which is a general partner of Lauder & Sons L.P., (b) Richard D. Parsons and Ira T. Wender, as co-trustees of The 1995 Estee Lauder RSL Trust, which is a general partner of Lauder & Sons L.P., and (c) Joel S. Ehrenkranz and Ira T. Wender, as co-trustees of The 1995 Estee Lauder LAL Trust, which is a general partner of Lauder & Sons L.P.; (vii) the Reporting Person shares dispositive power with respect to 261,131 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation; and (viii) the Reporting Person shares dispositive power with respect to 315,700 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Richard D. Parsons, as trustee of the Accumulation Trusts, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 4,320,434 shares of Class A Common Stock pledged to the Accumulation Trusts. Richard D. Parsons, as trustee of the Distribution Trusts, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 2,315,406 shares of Class A Common Stock pledged to the Distribution Trusts. Leonard A. Lauder has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 1,697,493 shares of Class A Common Stock pledged to Leonard A. Lauder. Morgan has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 9,180,282 shares of Class A Common Stock and 5,820,000 shares of Class B Common Stock pledged to Morgan as collateral for a credit facility. Aerin Lauder and Jane Lauder, as beneficiaries of The Descendants of Ronald S. Lauder 1966 Trust, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 1,591 shares of Class A Common Stock and the 1,591 shares of Class B Common Stock owned by The Descendants of Ronald S. Lauder 1966 Trust. Leonard A. Lauder, as a co-trustee and beneficiary of The Estee Lauder 1994 Trust, and Ira T. Wender, as a co-trustee of The Estee Lauder 1994 Trust, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 8,163,253 shares of Class A Common Stock and the 6,094,926 shares of Class B Common Stock owned by The Estee Lauder 1994 Trust. The following persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 7,692 shares of Class A Common Stock and the 1,923,077 shares of Class B Common Stock owned by Lauder & Sons L.P.: (i) Leonard A. Lauder, as an individual general partner of Lauder & Sons L.P. and as a co-trustee and beneficiary of The 1995 Estee Lauder LAL Trust, which is a general partner of Lauder & Sons L.P.; (ii) Richard D. Parsons and Ira T. Wender, as co-trustees of The 1995 Estee Lauder RSL Trust, which is a general partner of Lauder & Sons L.P.; and (iii) Joel S. Ehrenkranz and Ira T. Wender, as co-trustees of The 1995 Estee Lauder LAL Trust, which is a general partner of Lauder & Sons L.P. The Lauder Foundation, of which the Reporting Person is a director, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 261,131 shares of Class A Common Stock owned by The Lauder Foundation. The Ronald S. Lauder Foundation, of which the Reporting Person is Chairman of the Board of Directors, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 315,700 shares of Class A Common Stock owned by The Ronald S. Lauder Foundation. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP The Reporting Person is a party to a Stockholders' Agreement (the "Stockholders' Agreement"), dated November 22, 1995, as amended, among the parties listed on Exhibit A attached hereto. The stockholders who are parties to the Stockholders' Agreement have agreed to vote in favor of the election of Leonard A. Lauder and Ronald S. Lauder and one designee of each as directors of the Issuer. The Stockholders' Agreement also contains certain limitations on the transfer of shares of Class A Common Stock. Each stockholder who is a party to the Stockholders' Agreement has agreed to grant to the other parties a right of first offer to purchase shares of Class A Common Stock of the stockholder in the event the stockholder intends to sell to a person (or group of persons) who is not a Lauder Family Member, as defined therein, except in certain circumstances, such as sales in a widely distributed underwritten public offering or sales made in compliance with Rule 144. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. ITEM 10. CERTIFICATION Not Applicable. 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. Date: January 29, 1997 /s/ Ronald S. Lauder ---------------------- -------------------------- Ronald S. Lauder EXHIBIT INDEX ------------- Exhibit A -- List of Parties to the Stockholders' Agreement NYFS11...:\90\44090\0009\2579\SCH1187S.43B EX-99.A 2 EXHIBIT 99.A EXHIBIT A --------- List of Parties to the Stockholders' Agreement ---------------------------------------------- Leonard A. Lauder, (a) individually, (b) as Trustee of The Estee Lauder 1994 Trust and (c) as Trustee of The 1995 Estee Lauder LAL Trust Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald S. Lauder 1966 Trust, (c) as Trustee of The Estee Lauder 1994 Trust and (d) as Trustee of The 1995 Estee Lauder RSL Trust William P. Lauder, (a) individually and (b) as Trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust Gary M. Lauder, (a) individually and (b) as Trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust Aerin Lauder Jane Lauder LAL Family Partners L.P. Lauder & Sons L.P. Joel S. Ehrenkranz, (a) as Trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust, (b) as Trustee of the Trust f/b/o Gary M. Lauder and William P. Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor and (c) as Trustee of The 1995 Estee Lauder LAL Trust Carol S. Boulanger, as Trustee of the Trust f/b/o Gary M. Lauder and William P. Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor Richard D. Parsons, (a) as Trustee of the Trust f/b/o Aerin Lauder and Jane Lauder u/a/d December 15, 1976, created by Estee Lauder and Joseph H. Lauder, as Grantors, (b) as Trustee of the Trust f/b/o Aerin Lauder and Jane Lauder u/a/d December 15, 1976, created by Ronald S. Lauder, as Grantor and (c) as Trustee of The 1995 Estee Lauder RSL Trust Ira T. Wender, (a) as Trustee of The Estee Lauder 1994 Trust, (b) as Trustee of The 1995 Estee Lauder LAL Trust and (c) as Trustee of The 1995 Estee Lauder RSL Trust The Estee Lauder Companies Inc. The Ronald S. Lauder Foundation NYFS11...:\90\44090\0009\2579\SCH1187S.43B -----END PRIVACY-ENHANCED MESSAGE-----