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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.04B
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CUSIP No. 518439 10 4 13G Page 2 of 8
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1 NAME OF REPORTING PERSONS: IRA T. WENDER
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: --
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: --
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 13,431,243
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 13,431,243
EACH REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [X]
** SEE ITEM 4
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 19.3%
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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 Ira T. Wender with a
business address of 1133 Avenue of the Americas, New York,
New York 10036 (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 13,431,243 shares of Class A Common Stock as follows:
(i) 5,405,548 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 and (ii) 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 and as a co-trustee of The 1995
Estee Lauder RSL Trust, each of which trusts are general
partners of Lauder & Sons L.P., which owns the shares. The
Reporting Person disclaims beneficial ownership of all such
shares. The Shares of Class A Common Stock beneficially
owned by the Reporting Person exclude 2,000 shares of Class
A Common Stock owned by his spouse, for which the Reporting
Person disclaims beneficial ownership.
(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 13,431,243 shares of Class A Common Stock,
which would constitute 19.3% 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
Page 3 of 8 Pages
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election of directors of the Issuer. The Reporting Person
has no voting power with respect to any of the shares of
Class A Common Stock or Class B Common Stock beneficially
owned.
(c) The Reporting Person shares dispositive power with Leonard
A. Lauder and Ronald S. Lauder, as co-trustees of The Estee
Lauder 1994 Trust, with respect to the 5,405,548 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
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, as a co-trustee
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 Joel S. Ehrenkranz, 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.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Leonard A. Lauder and Ronald S. Lauder, as co-trustees and beneficiaries
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 5,405,548 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) 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, as a co-trustee
of The 1995 Estee Lauder RSL Trust, which is a general partner of Lauder
& Sons L.P.; and (iv) Joel S. Ehrenkranz, 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.
Page 4 of 8 Pages
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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/ Ira T. Wender
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Ira T. Wender
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
