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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
The Estee Lauder Companies Inc.
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(Name of Issuer)
Class A Common Stock, 518439 10 4
par value $.01 per share
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(Title of class of securities) (CUSIP number)
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*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 7 Pages
Exhibit Index Appears on Page 7
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CUSIP No. 518439 10 4 13G Page 2 of 7
1 NAME OF REPORTING Aerin 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: -- ** SEE ITEM 4
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 261,131 ** SEE ITEM 4
OWNED BY
EACH 7 SOLE DISPOSITIVE -- ** SEE ITEM 4
REPORTING POWER:
PERSON WITH 8 SHARED DISPOSITIVE 261,131 ** SEE ITEM 4
POWER:
9 AGGREGATE AMOUNT 261,131 ** 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 0.4%
(9): ** SEE ITEM 4
12 TYPE OF REPORTING IN
PERSON:
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 Aerin 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, 1996, the Reporting Person was the
beneficial owner of 261,131 shares of Class A Common
Stock held indirectly as a director of The Lauder
Foundation for which she disclaims beneficial
ownership. Assuming requisite conditions are met and
the shares of stock remain in trust, the Reporting
Person will receive as distributions 6,606,610 shares
of Class A Common Stock in the future as follows:
(i) pursuant to the terms of the Trust f/b/o Aerin
Lauder u/a/d December 15, 1976 created by Estee
Lauder and Joseph H. Lauder, as Grantors (the
"Accumulation Trust"), the Reporting Person, as
beneficiary of the Accumulation Trust, will receive
the 2,160,217 shares of Class A Common Stock and the
2,145,237 shares of Class B Common Stock, par value
$.01 per share, of the Issuer (the "Class B Common
Stock") owned by the Accumulation Trust and (ii)
pursuant to the terms of the Trust f/b/o Aerin Lauder
u/a/d December 15, 1976 created by Ronald S. Lauder,
as Grantor (the "Distribution Trust"), the Reporting
Person, as beneficiary of the Distribution Trust,
will receive the 1,157,703 shares of the Class A
Common Stock and the 1,143,453 shares of the Class B
Common Stock owned by the Distribution Trust. The
2,160,217 shares of Class A Common Stock owned by the
Accumulation Trust and the 1,157,703 shares of Class
A Common Stock owned by the Distribution Trust are
presently loaned to Ronald S. Lauder pursuant to a
demand loan.
(b) The 261,131 shares of Class A Common Stock held
indirectly as a director of The Lauder Foundation
constitute 0.4% of the number of shares of Class A
Common Stock outstanding. 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
Page 3 of 7 Pages
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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 to be beneficially owned by the
Reporting Person, the Reporting Person will
beneficially own 6,867,741 shares of Class A Common
Stock which will constitute 10.8% 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
3,579,051 shares of Class A Common Stock and the
3,288,690 shares of Class B Common Stock to be owned
by the Reporting Person upon the complete
distribution by the Accumulation Trust and the
Distribution Trust in the future, will constitute
5.8% of the aggregate voting power of the Issuer.
(c) The Reporting Person shares voting and dispositive
power with respect to the 261,131 shares of Class A
Common Stock held indirectly as a director of The
Lauder Foundation. The Reporting Person presently
has no voting or dispositive power with respect to
the 3,317,920 shares of Class A Common Stock and the
3,288,690 shares of Class B Common Stock beneficially
owned by the Accumulation Trust and the Distribution
Trust that may be received by the Reporting Person in
the future.
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
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 Reporting
Person. Richard D. Parsons, as the sole trustee of the
Accumulation Trust and the Distribution Trust, and the
Reporting Person, as a beneficiary of the Accumulation Trust
and the Distribution Trust, have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of the 3,317,920 shares of Class A Common Stock
and the 3,288,690 shares of Class B Common Stock to be received
by the Reporting Person in the future.
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
Page 4 of 7 Pages
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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 7 Pages
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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 6, 1997 /s/ Aerin Lauder
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Aerin Lauder
Page 6 of 7 Pages
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EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 7 Pages
NYFS11...:\90\44090\0009\2579\SCH2057B.51A
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EXHIBIT A
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List of Parties to the Stockholders' Agreement
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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\SCH2057B.51A
