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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(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)
*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 7
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NYFS11...:\90\44090\0009\2579\SCH1088W.20B
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CUSIP No. 518439 10 4 13G Page 2 of 8
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1 NAME OF REPORTING PERSONS: JOEL S. EHRENKRANZ
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(A) [_]
(B) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF UNITED STATES OF AMERICA
ORGANIZATION:
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NUMBER OF 5 SOLE VOTING POWER: 10,000
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 2,301,158
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 10,000
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 7,711,963
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 7,721,963
EACH REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* N/A
[-]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 11.6%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* 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 Joel S. Ehrenkranz with a
business address of 375 Park Avenue, New York, New York
10152 (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, 1997, the Reporting Person beneficially
owned 7,721,963 shares of Class A Common Stock as follows:
(i) 10,000 shares of Class A Common Stock held directly by
the Reporting Person; (ii) 1,157,704 shares of Class A
Common Stock and 1,143,454 shares of Class B Common Stock,
par value $.01 per share, of the Issuer (the "Class B Common
Stock"), held indirectly as a co-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 (the
"Distribution Trust"); (iii) 1,565,428 shares of Class A
Common Stock and 1,914,608 shares of Class B Common Stock
held indirectly as a co-trustee of The 1992 Leonard A.
Lauder Grantor Retained Annuity Trust (the "GRAT"); and (iv)
7,692 shares of Class A Common Stock and 1,923,077 shares of
Class B Common Stock held indirectly as a co-trustee of The
1995 Estee Lauder LAL Trust, which is a general partner of
Lauder & Sons L.P., which owns the shares. The Reporting
Person disclaims beneficial ownership of (i) the 1,157,704
shares of Class A Common Stock and the 1,143,454 shares of
Class B Common Stock held indirectly as a co- trustee of the
Distribution Trust; (ii) the 1,565,428 shares of Class A
Common Stock and the 1,914,608 shares of Class B Common
Stock held indirectly as a co- trustee of the GRAT; and
(iii) the 7,692 shares of Class A Common Stock and the
1,923,077 shares of Class B Common Stock held indirectly as
a co-trustee of The 1995 Estee Lauder LAL Trust, which is a
general partner of Lauder & Sons L.P., which owns the
shares. The 10,000 shares of Class A Common Stock held
directly by the Reporting Person are not subject to the
Stockholders' Agreement (as defined below).
Page 3 of 8 Pages
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(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 7,721,963 shares of Class A Common Stock,
which would constitute 11.6% 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 1,167,704 shares of Class A Common Stock and the
1,143,454 shares of Class B Common Stock for which the
Reporting Person has voting power constitute 2.0% of the
aggregate voting power of the Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to the 10,000 shares of Class A Common Stock
held directly by the Reporting Person. The Reporting Person
shares voting and dispositive power with Carol S. Boulanger,
as a co-trustee of the Distribution Trust, with respect to
the 1,157,704 shares of Class A Common Stock and the
1,143,454 shares of Class B Common Stock owned by the
Distribution Trust. The Reporting Person shares dispositive
power with William P. Lauder and Gary M. Lauder, as
co-trustees of the GRAT, with respect to the 1,565,428
shares of Class A Common Stock and the 1,914,608 shares of
Class B Common Stock owned by the GRAT. The Reporting Person
shares dispositive power with respect to 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. as follows: (i) the
Reporting Person shares dispositive power with Leonard A.
Lauder, as an individual general partner of Lauder & Sons
L.P. and as a co-trustee of The 1995 Estee Lauder LAL Trust,
which is a general partner of Lauder & Sons L.P.; (ii) the
Reporting Person shares 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.; (iii) 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 (iv) the Reporting Person shares dispositive
power with Ira T. Wender, as a co-trustee of the 1995 Estee
Lauder LAL Trust, which is a general partner of Lauder &
Sons L.P.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
Page 4 of 8 Pages
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
William P. Lauder and Gary M. Lauder, as beneficiaries of the
Distribution Trust, and Carol S. Boulanger, as a co-trustee of 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
1,157,704 shares of Class A Common Stock and the 1,143,454 shares of
Class B Common Stock owned by the Distribution Trust. Leonard A. Lauder,
as grantor of the GRAT, and William P. Lauder and Gary M. Lauder, as
co-trustees of the GRAT, have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
the 1,565,428 shares of Class A Common Stock and the 1,914,608 shares of
Class B Common Stock owned by the GRAT. 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) Leonard A. Lauder, as an individual general partner of
Lauder & Sons L.P. and as a co-trustee and beneficiary of The 1995 Estee
Lauder LAL Trust, which is a general partner of Lauder & Sons L.P.; (ii)
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.; (iii) 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 (iv) Ira T.
Wender, as a co-trustee of The 1995 Estee Lauder LAL Trust, which is a
general partner of Lauder & Sons L.P.
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 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 4, 1998 /s/ Joel S. Ehrenkranz
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Joel S. Ehrenkranz
Page 6 of 8 Pages
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EXHIBIT INDEX
Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8 Pages
EXHIBIT A
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
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
Page 8 of 8 Pages
