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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 The 1992 Leonard A. Lauder Grantor
PERSONS: Retained Annuity Trust
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 New York
ORGANIZATION:
NUMBER OF 5 SOLE VOTING POWER: 3,599,859
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
EACH 7 SOLE DISPOSITIVE 3,599,859
REPORTING POWER:
PERSON WITH 8 SHARED DISPOSITIVE --
POWER:
9 AGGREGATE AMOUNT 3,599,859
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
(9): 6.1%
** SEE ITEM 4
12 TYPE OF REPORTING OO
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 The 1992 Leonard A.
Lauder Grantor Retained Annuity 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) The Reporting Person beneficially owns 3,599,859
shares of Class A Common Stock as follows: 1,685,251
shares of Class A Common Stock and 1,914,608 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.
(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 3,599,859 shares of Class A Common
Stock, which would constitute 6.1% 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
1,685,251 shares of Class A Common Stock and the
1,914,608 shares of Class B Common Stock beneficially
owned by the Reporting Person constitute 3.3% of the
aggregate voting power of the Issuer.
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(c) As co-trustees of the Reporting Person, William P.
Lauder and Gary M. Lauder share voting power, and
William P. Lauder, Gary M. Lauder and Joel S.
Ehrenkranz share dispositive power with respect to
the 1,685,251 shares of Class A Common Stock and the
1,914,608 shares of Class B Common Stock owned by the
Reporting Person.
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
Leonard A. Lauder, as grantor of the Reporting Person, William
P. Lauder and Gary M. Lauder, as co-trustees and beneficiaries
of the Reporting Person, and Joel S. Ehrenkranz, 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 1,685,251 shares of Class A
Common Stock and the 1,914,608 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.
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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.
The 1992 Leonard A. Lauder Grantor Retained
Annuity Trust
Date: January 29, 1997 By: /s/ William P.Lauder
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William P. Lauder, trustee
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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.48B
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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.48B
