<PAGE>
As filed with the Securities and Exchange Commission on February 10, 1997
Registration No. 333-20521
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE ESTEE LAUDER COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 2844 11-2408943
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Number)
</TABLE>
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767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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Saul H. Magram, Esq.
Senior Vice President, General Counsel and Secretary
The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Please send copies of communications to:
<TABLE>
<S> <C>
Jeffrey J. Weinberg, Esq. Jean E. Hanson, Esq.
Akiko Mikumo, Esq. Fried, Frank, Harris, Shriver &
Weil, Gotshal & Manges LLP Jacobson
767 Fifth Avenue One New York Plaza
New York, New York 10153 New York, New York 10004
(212) 310-8000 (212) 859-8000
</TABLE>
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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended ('Securities Act'), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /x/ No. 333-20521
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Offering Proposed
Title of Each Class Amount to Be Price Per Maximum Aggregate Amount of
of Securities to Be Registered Registered Unit(1) Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01 per share...... 1,550,000 $47.00 $72,850,000 $22,076
</TABLE>
(1) Calculated based upon the public offering price of $47.00 per share
in accordance with Rule 457 under the Securities Act of 1933, as
amended.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended. The contents of the Registration Statement on Form S-3 (File
No. 333-20521) declared effective on February 10, 1997 by the Securities and
Exchange Commission, including any prospectuses filed pursuant thereto in
accordance with Rule 424 promulgated under said Securities Act, are hereby
incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on this 10th day of February, 1997.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ ROBERT J. BIGLER
--------------------------------
Name: Robert J. Bigler
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
- ----------------------------------------- ------------------------------------------------------------------
<S> <C>
* Chief Executive Officer and Director
- ---------------------------------------- (principal executive officer)
Leonard A. Lauder
* Director
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Ronald S. Lauder
* Director
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William P. Lauder
* Director
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Fred H. Langhammer
* Director
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Marshall Rose
* Director
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P. Roy Vagelos
Director
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Faye Wattleton
* Senior Vice President and Chief Financial Officer (principal
- ---------------------------------------- financial and accounting officer)
Robert J. Bigler
*By/s/ ROBERT J. BIGLER
Robert J. Bigler
Attorney-in-Fact
</TABLE>
Dated: February 10, 1997
II-3
<PAGE>
Form S-3
EXHIBITS
The Estee Lauder Companies Inc.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
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<S> <C>
5.1 Opinion of Weil, Gotshal & Manges LLP with respect to legality of the Class A Common Stock.**
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 5.1).**
24.1 Power of Attorney.**
</TABLE>
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** Incorporated by reference to Registration Statement on Form S-3 (No.
333-20521).
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement under the Securities Act of 1933 of
our reports dated August 13, 1996 included in the Form 10-K of The Estee Lauder
Companies Inc. for the year ended June 30, 1996 and to all references to our
Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------------------
Arthur Andersen LLP
New York, N.Y.
February 10, 1997
