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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. 2)*
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.04C
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CUSIP No. 518439 10 4 13G Page 2 of 8
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1 NAME OF REPORTING PERSONS: AERIN LAUDER ZINTERHOFER
(ALSO KNOWN AS AERIN LAUDER)
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: -- ** SEE ITEM 4
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 418,231 ** SEE ITEM 4
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: -- ** SEE ITEM 4
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 418,231 ** SEE ITEM 4
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 418,231 ** SEE ITEM 4
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): 0.7%
** 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 Aerin Lauder Zinterhofer
(also known as 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, 1997, the Reporting Person was the
beneficial owner of 418,231 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 6,137,833
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 1,676,460 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. The
Accumulation Trust and Ronald S. Lauder have entered into
arrangements (the "Calls and Puts") pursuant to which the
Accumulation Trust can acquire additional shares of Class B
Common Stock from Mr. Lauder in exchange for a like number
of shares of Class A Common Stock and Mr. Lauder can acquire
additional shares of Class A Common Stock from the
Accumulation Trust in exchange for a like number of shares
of Class B Common
Page 3 of 8 Pages
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Stock. The Accumulation Trust's option to acquire the shares
of Class B Common Stock is secured by the pledge by Ronald
S. Lauder of a like number of shares of Class B Common
Stock; in the event of a default by Ronald S. Lauder under
the Calls and Puts, the Accumulation Trust would have the
right to assume absolute ownership of the pledged shares. If
the Calls and Puts were exercised in full, or if the
Accumulation Trust acquired the right to assume absolute
ownership of the pledged shares, there would be no effect on
the total number of shares of Class A Common Stock that may
be distributed to the Reporting Person, but the number of
shares of Class A Common Stock from the Accumulation Trust
would be 1,691,440 and the number of shares of Class B
Common Stock would be 2,145,237.
(b) The 418,231 shares of Class A Common Stock held indirectly
as a director of The Lauder Foundation constitute 0.7% 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 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 6,556,064 shares of Class A
Common Stock which will constitute 10.2% of the number of
shares of Class A Common Stock outstanding. This does not
take into account the exercise of any of the Calls and Puts.
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 3,736,151 shares of Class A Common Stock and the
2,819,913 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 5.1% of the aggregate voting power of the
Issuer. This does not take into account the exercise of any
of the Calls and Puts.
(c) The Reporting Person shares voting and dispositive power
with respect to the 418,231 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 2,819,913 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. This does not take into account the
exercise of any of the Calls and Puts.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
The Reporting Person originally filed a Statement on Schedule 13G
because she was a party to that certain Stockholders' Agreement (the
"Stockholders' Agreement"), dated November 22, 1995, as
Page 4 of 8 Pages
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amended, among the parties listed on Exhibit A attached hereto. The
parties to the Stockholders' Agreement beneficially own in the aggregate
more than 5% of the outstanding Class A Common Stock of the Issuer.
Effective as of February 4, 1997, the Stockholders' Agreement was
amended to delete the Reporting Person as a party thereto. Individually,
the Reporting Person beneficially owns less than 5% of the outstanding
Class A Common Stock of the Issuer.
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 418,231 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 2,819,913 shares of
Class B Common Stock to be received by the Reporting Person in the
future. This does not take into account the exercise of any of the Calls
and Puts.
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
Effective as of February 4, 1997, the Stockholders' Agreement was
amended to delete the Reporting Person as a party thereto.
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 6, 1998 /s/ Aerin Lauder Zinterhofer
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Aerin Lauder Zinterhofer
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
