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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\SCH1088Y.11C
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CUSIP No. 518439 10 4 13G Page 2 of 8
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1 NAME OF REPORTING PERSONS: JANE 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: -- ** 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: -- ** SEE ITEM 4
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY -- ** 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): --
** 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 Jane 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 no shares of Class A Common Stock of the
Issuer. 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 Jane 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 Jane 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 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
Page 3 of 8 Pages
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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) 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 6,137,833 shares of Class A
Common Stock which will constitute 9.6% 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 3,317,920 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 5.0% 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 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 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.
Page 4 of 8 Pages
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER 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. The Reporting
Person is therefore no longer deemed to be a member of the group of
persons party such Agreement.
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 9, 1998 /s/ Jane Lauder
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Jane Lauder
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
