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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
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CUSIP No. 518439 10 4 13G Page 2
1 NAME OF REPORTING Leonard A. 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: 40,564,941
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 16,450,079
OWNED BY
EACH 7 SOLE DISPOSITIVE 37,814,941
REPORTING POWER:
PERSON WITH 8 SHARED DISPOSITIVE 16,450,079
POWER:
9 AGGREGATE AMOUNT 57,015,020 ** SEE ITEM 4
BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES:* [x]
** SEE ITEM 4
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9): 63.5%
** 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 Leonard A. 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) As of December 31, 1996, the Reporting Person
beneficially owned 57,015,020 shares of Class A
Common Stock as follows: (i) 7,913,748 shares of
Class A Common Stock held directly by the Reporting
Person; (ii) 8,548,423 shares of Class A Common and
21,352,770 shares of Class B Common Stock, par value
$.01 per share, of the Issuer (the "Class B Common
Stock"), held indirectly as the sole individual
general partner of LAL Family Partners L.P. and as
the majority stockholder of LAL Family Corporation,
which is the sole corporate general partner of LAL
Family Partners L.P.; (iii) 2,750,000 shares of Class
A Common Stock subject to a proxy granted to the
Reporting Person by Ronald S. Lauder in connection
with a loan to The Estee Lauder 1994 Trust; (iv)
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; (v) 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 LAL
Trust, which is also a general partner of Lauder &
Sons L.P.; and (vi) 261,131 shares of Class A Common
held indirectly as a director of The Lauder
Foundation. The shares of Class A Common Stock
beneficially owned by the Reporting Person exclude
160,000 shares owned by his spouse, for which the
Reporting Person disclaims beneficial ownership. The
Reporting Person also disclaims beneficial ownership
of the 261,131 shares of Class A Common Stock held
indirectly as a director of The Lauder Foundation.
The 7,913,748 shares of Class A Common Stock held
directly by the Reporting Person include 5,500,000
shares of Class A Common Stock loaned to The Estee
Lauder 1994 Trust and 1,697,493 shares of Class A
Common Stock loaned to
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Ronald S. Lauder. The Estee Lauder 1994 Trust and
Ronald S. Lauder are obligated to repay these loans
upon demand by the Reporting Person. The 5,500,000
shares of Class A Common Stock loaned to The Estee
Lauder 1994 Trust by the Reporting Person are also
included as pledged securities in the 8,163,253
shares of Class A Common Stock held indirectly by the
Reporting Person as a co-trustee of The Estee Lauder
1994 Trust. The 2,750,000 shares of Class A Common
Stock subject to the proxy granted to the Reporting
Person by Ronald S. Lauder in connection with the
loan to The Estee Lauder 1994 Trust terminates
automatically upon repayment of the loan by The Estee
Lauder 1994 Trust. As a result, upon repayment of
the loan, the Reporting Person's aggregate beneficial
ownership of 57,015,020 shares of Class A Common
Stock would decrease by 8,250,000 shares as follows:
(i) the 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; and (ii) the
2,750,000 shares of Class A Common Stock subject to
the proxy granted to the Reporting Person by Ronald
S. Lauder in connection with the loan to The Estee
Lauder 1994 Trust 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 57,015,020 shares of Class A Common
Stock, which would constitute 63.5% of the number of
shares of Class A Common Stock outstanding. Assuming
repayment of the loan by The Estee Lauder 1994 Trust,
the Reporting Person would beneficially own
48,765,020 shares of Class A Common Stock, which
would constitute 54.3% 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
27,644,247 shares of Class A Common Stock and the
29,370,773 shares of Class B Common Stock
beneficially owned by the Reporting Person constitute
51.1% of the aggregate voting power of the Issuer.
Assuming repayment of the loan by The Estee Lauder
1994 Trust, the 19,394,247 shares of Class A Common
Stock and the 29,370,773 shares of Class B Common
Stock beneficially owned by the Reporting Person
would constitute 49.8% of the aggregate voting power
of the Issuer.
(c) The Reporting Person has sole voting and dispositive
power with respect to (i) 7,913,748 shares of Class A
Common Stock held directly by the Reporting Person
and (ii) 8,548,423 shares of Class A Common Stock and
the 21,352,770 shares of Class B Common Stock held
indirectly as the sole individual general partner of
LAL Family Partners L.P. and as the majority
stockholder of LAL Family Corporation, which is the
sole corporate general partner of LAL Family Partners
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L.P. The Reporting Person has sole voting power with
respect to the 2,750,000 shares of Class A Common
Stock subject to the proxy granted to the Reporting
Person by Ronald S. Lauder in connection with the
loan to The Estee Lauder 1994 Trust. The Reporting
Person shares voting power with Ronald S. Lauder and
dispositive power with Ronald S. 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. The
Reporting Person shares voting and 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. as follows: (i) the Reporting
Person shares voting and dispositive power with
Ronald S. Lauder, as an individual general partner of
Lauder & Sons L.P. and as a co-trustee of The 1995
Estee Lauder RSL Trust, which is a general partner of
Lauder & Sons L.P.; (ii) the Reporting Person shares
dispositive power with 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) the Reporting Person shares
dispositive power with 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 Reporting Person shares voting and
dispositive power with respect to 261,131 shares of
Class A Common Stock held indirectly as a director of
The 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
William P. Lauder and Gary M. Lauder, as stockholders of LAL
Family Corporation, which is the sole corporate general partner
of LAL Family Partners L.P., have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of the 8,548,423 shares of Class A Common Stock
and the 21,352,770 shares of Class B Common Stock owned by LAL
Family Partners L.P. Ronald S. Lauder has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of the 2,750,000 shares of Class A
Common Stock subject to the proxy granted to the Reporting
Person by Ronald S. Lauder in connection with the loan to The
Estee Lauder 1994 Trust. Ronald S. 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)
Ronald S. Lauder, as an individual general partner of Lauder &
Sons L.P. and as a co-trustee and beneficiary of The 1995 Estee
Lauder RSL 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
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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.
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.
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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: January 29, 1997 /s/ Leonard A. Lauder
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Leonard A. Lauder
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EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders'
Agreement
NYFS11...:\90\44090\0009\2579\SCH1187S.42B
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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\SCH1187S.42B
