-----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, FvH5S13PhqbpozRkdwp5R0J8jAeTqpi6EHbQ7SqjJhkRMBdifgDCWKH2kb6+7aYn 6BvkOYNANKgshH6vLqHOiw== 0000909518-02-000088.txt : 20020414 0000909518-02-000088.hdr.sgml : 20020414 ACCESSION NUMBER: 0000909518-02-000088 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020207 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: 005-49298 FILM NUMBER: 02529642 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 ESTEE 1994 TRUST CENTRAL INDEX KEY: 0001008157 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE 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 a2-5sc13ga10.txt ================================================================================ 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. 5)* 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, 2001 - -------------------------------------------------------------------------------- (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 8 Pages Exhibit Index Appears on Page 8 ================================================================================
- --------------------------------------------------------------------- --------------------------------------------------- CUSIP No. 518439 10 4 13G Page 2 of 8 - --------------------------------------------------------------------- --------------------------------------------------- - ------------------------- --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: The Estee Lauder 1994 Trust 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 ORGANIZATION: New York - ------------------------------- ----- --------------------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 16,888,803 SHARES ----- --------------------------------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: -- OWNED BY ----- --------------------------------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 16,888,803 REPORTING ----- --------------------------------------------------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER: -- - ------------------------- --------------------------------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 16,888,803** SEE ITEM 4 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): 11.9% ** SEE ITEM 4 - ------------------------- --------------------------------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - ------------------------- ---------------------------------------------------------------------------------------------------------
* 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 The Estee Lauder 1994 Trust with a business address of 767 Fifth Avenue, New York, New York 10153 (the "Reporting Person"). The Reporting Person was organized in the State of New York. (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, 2001, the Reporting Person beneficially owned 16,888,803 shares of Class A Common Stock as follows: 4,698,951 shares of Class A Common Stock and 12,189,852 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. In February 1999, the Reporting Person entered into a forward purchase agreement (the "TRACES II Contract") with the Estee Lauder Automatic Common Exchange Security Trust II, a trust not affiliated with the Reporting Person or the Issuer (the "TRACES II Trust"), relating to the disposition by the Reporting Person to the TRACES II Trust of not fewer than 3,380,201 nor more than 3,988,438 shares of Class A Common Stock held by the Reporting Person or cash in lieu of such shares on February 23, 2002 or such later date as provided in the TRACES II Contract (the "Exchange Date"). In January 2002, the Exchange Date was extended to May 23, 2002 (subject to acceleration). Subject to the right of the Reporting Person described in the next sentence, the Page 3 of 8 precise number of shares to be delivered by the Reporting Person will be determined in accordance with the TRACES II Contract as of the Exchange Date. The Reporting Person has the right to elect to pay cash upon settlement of the TRACES II Contract. Until there is delivery of the shares to the TRACES II Trust (or any other disposition thereof), all 3,988,438 shares of Class A Common Stock continue to be included in the total for the Reporting Person. (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 16,888,803 shares of Class A Common Stock, which would constitute 11.9% 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 4,698,951 shares of Class A Common Stock and the 12,189,852 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 10.4% of the aggregate voting power of the Issuer. (c) As co-trustees of the Reporting Person, Leonard A. Lauder and Ronald S. Lauder share voting power, and Leonard A. Lauder, Ronald S. Lauder and Ira T. Wender share dispositive power with respect to the 4,698,951shares of Class A Common Stock and the 12,189,852 shares of Class B Common Stock owned by the Reporting Person. Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Page 4 of 8 Item 6. Ownership of More than Five Percent on Behalf of Another Person Leonard A. Lauder and Ronald S. Lauder, as co-trustees and beneficiaries of the Reporting Person, and Ira T. Wender, as a co-trustee of the Reporting Person, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 4,698,951 shares of Class A Common Stock and the 12,189,852 shares of Class B Common Stock owned by the Reporting Person. 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 5 of 8 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. The Estee Lauder 1994 Trust Date: February 7, 2002 By: /s/ Leonard A. Lauder, trustee ------------------------------------- Date: February 7, 2002 By: /s/ Ronald S. Lauder, trustee ------------------------------------ Date: February 7, 2002 By: /s/ Ira T. Wender, trustee --------------------------------- Page 6 of 8 EXHIBIT INDEX ------------- Exhibit A -- List of Parties to the Stockholders' Agreement Page 7 of 8 EX-99 3 a2-5sc13ga10ex99.txt EXHIBIT 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, (b) as Trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust, (c) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder and (d) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Rachel 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 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 Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----