-----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, Npo7BiAAqhWERyjC5pYpQb8seg/EonEX2RPfbnjk1Jza57O1LhNK4dr38JqdQEOR DJWIVXNTYcHlncOPg0gHQQ== 0000909518-99-000097.txt : 19990212 0000909518-99-000097.hdr.sgml : 19990212 ACCESSION NUMBER: 0000909518-99-000097 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990211 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: SEC FILE NUMBER: 005-48157 FILM NUMBER: 99529478 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 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (AMENDMENT NO. 3)* 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) DECEMBER 31, 1998 - -------------------------------------------------------------------------------- (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) [ ] RULE 13D-1(C) [X] RULE 13D-1(D) *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 Page 1 of 10 Pages Exhibit Index Appears on Page 9 ================================================================================ NYFS11...:\90\44090\0009\2579\SCH1088T.59C
- ------------------------------------------------------ ----------------------------------------- CUSIP No. 518439 10 4 13G Page 2 of 10 - ------------------------------------------------------ ----------------------------------------- - ------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: RONALD S. LAUDER S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): - ------------------------------------------------------------------------------------------------------- 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: 25,516,769 SHARES -------------------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 13,115,774 OWNED BY -------------------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 156,445 REPORTING -------------------------------------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER: 38,476,098 - ------------------------------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 38,632,543 ** SEE ITEM 4 EACH REPORTING PERSON: - ------------------------------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* N/A [-] - ------------------------------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 43.9% ** SEE ITEM 4 - ------------------------------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: IN - -------------------------------------------------------------------------------------------------------
* 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) At December 31, 1998, the Reporting Person beneficially owned 38,632,543 shares of Class A Common Stock as follows: (i) 6,694,172 shares of Class A Common Stock and 18,769,415 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) 4,640,548 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) 239,731 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation; (vi) 75,700 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation; (vii) 134,100 shares of Class A Common Stock held indirectly as a director of The Jewish Renaissance Foundation; and (viii) 50,000 shares of Class A Common Stock subject to exercisable employee stock options held by the Reporting Person. The Reporting Person disclaims beneficial ownership of (i) 239,731 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation; (ii) 75,700 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation; (iii) 134,100 shares of Class A Common Stock held indirectly as a director of The Jewish Renaissance Foundation; and (iv) 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. Page 3 of 10 Pages The Reporting Person has a short position of 6,590,909 shares of Class A Common Stock. The 6,694,172 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) 572,982 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. The 18,769,415 shares of Class B Common Stock held directly by the Reporting Person include (i) 17,831,861 shares of Class B Common Stock pledged to Morgan Guaranty Trust Company of New York ("Morgan") as collateral for a credit facility and (ii) 937,554 shares of Class B Common Stock pledged to Richard D. Parsons as trustee of the Accumulation Trusts to secure the Reporting Person's obligations in connection with the Calls and Puts described in the immediately following sentence. The Reporting Person and the Accumulation Trusts have entered into arrangements (the "Calls and Puts") pursuant to which the Reporting Person can acquire up to 937,554 shares of Class A Common Stock from the Accumulation Trusts in exchange for 937,554 shares of Class B Common Stock and the Accumulation Trusts can acquire 937,554 shares of Class B Common Stock from the Reporting Person in exchange for 937,554 shares of Class A Common Stock. If exercised in full, such options would have no effect on the total number of shares beneficially owned by the Reporting Person. However, the shares of Class A Common Stock held directly would be 7,631,726 and the number of shares of Class B Common Stock would be 17,831,861. In June 1998, The Estee Lauder 1994 Trust entered into a forward purchase agreement (the "Contract") with the Estee Lauder Automatic Common Exchange Security Trust, a trust not affiliated with the Reporting Person, The Estee Lauder 1994 Trust or the Issuer (the "TRACES Trust"), relating to the disposition by The Estee Lauder 1994 Trust to the TRACES Trust of not fewer than 1,335,805 nor more than 1,603,030 shares of Class A Common Stock held by The Estee Lauder 1994 Trust on June 5, 2001 (the "Exchange Date"). The precise number of shares to be delivered by The Estee Lauder 1994 Trust to the TRACES Trust will be determined in accordance with the Contract as of the Exchange Date. Until such delivery, all 1,603,030 shares of Class A Common Stock continue to be included in the total for The Estee Lauder 1994 Trust. (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 38,632,543 shares of Class A Common Stock, which would constitute 43.9% of the number of shares of Class A Common Stock outstanding. This does not take into account the exercise of any of the Calls and Puts. Page 4 of 10 Pages 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 11,843,534 shares of Class A Common Stock and the 26,789,009 shares of Class B Common Stock for which the Reporting Person has voting power constitute 44.4% of the aggregate voting power of the Issuer. This does not take into account the exercise of any of the Calls and Puts. (c) The share amounts in Item 4(c), do not account for the exercise of any of the Calls and Puts. (i) The Reporting Person has sole voting power with respect to 25,516,769 shares of Class A Common Stock as follows: (i) 6,694,172 shares of Class A Common Stock and 18,769,415 shares of 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, and (iii) 50,000 shares of Class A Common Stock subject to exercisable employee stock options held by the Reporting Person. (ii) The Reporting Person shares voting power with respect to 13,115,774 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 4,640,548 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 239,731 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation; (iv) the Reporting Person shares voting power with respect to 75,700 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation; and (v) the Reporting Person shares voting power with respect to 134,100 shares of Class A Common Stock held indirectly as a director of The Jewish Renaissance Foundation. (iii) The Reporting Person has sole dispositive power with respect to 156,445 shares of Class A Common Stock as follows: (a) 103,263 shares of Class A Common Stock held directly by the Reporting Person, (b) 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, and (c) 50,000 shares of Class A Common Stock subject to exercisable employee stock options. (iv) The Reporting Person shares dispositive power with respect to 38,476,098 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 Page 5 of 10 Pages respect to 4,320,434 shares of Class A Common Stock and 937,554 shares of Class B 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 572,982 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 17,831,861 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 4,640,548 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 239,731 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation; (viii) the Reporting Person shares dispositive power with respect to 75,700 shares of Class A Common Stock held indirectly as Chairman of the Board of Directors of The Ronald S. Lauder Foundation; and (ix) the Reporting Person shares dispositive power with respect to 134,100 shares of Class A Common Stock held indirectly as a director of The Jewish Renaissance 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 572,982 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 17,831,861 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. Page 6 of 10 Pages 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 4,640,548 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 239,731 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 75,700 shares of Class A Common Stock owned by The Ronald S. Lauder Foundation. The Jewish Renaissance 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 134,100 shares of Class A Common Stock owned by The Jewish Renaissance 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. Page 7 of 10 Pages 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: February 11, 1999 /s/ Ronald S. Lauder ------------------------------ Ronald S. Lauder Page 8 of 10 Pages EXHIBIT INDEX ------------- Exhibit A -- List of Parties to the Stockholders' Agreement Page 9 of 10 Pages EX-99 2 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 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 and (b) as Trustee of The 1995 Estee Lauder LAL Trust 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 Daniel J. Aaron, as Trustee of the Separate Share Trust f/b/o Gary M. Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor Anthony E. Malkin, as Trustee of the Separate Share Trust f/b/o William P. Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor Patrick J. Landers, as Trustee of the Separate Share Trust f/b/o William P. Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----