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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\SCH1088T.40A
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CUSIP No. 518439 10 4 13G Page 2 of 9
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1 NAME OF REPORTING PERSONS: LEONARD A. 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: 34,309,205
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 13,849,474
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 34,309,205
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 13,849,474
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 48,158,679
EACH REPORTING PERSON: ** SEE ITEM 4
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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): 53.0%
** 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 Leonard A. 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) As of December 31, 1997, the Reporting Person beneficially
owned 48,158,679 shares of Class A Common Stock as follows:
(i) 7,370,741 shares of Class A Common Stock held directly
by the Reporting Person; (ii) 5,585,694 shares of Class A
Common and 21,352,770 shares of Class B Common Stock, par
value $.01 per share, of the Issuer (the "Class B Common
Stock"), held indirectly as the sole individual general
partner of LAL Family Partners L.P. and as the majority
stockholder of LAL Family Corporation, which is the sole
corporate general partner of LAL Family Partners L.P.; (iii)
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; (iv) 7,692 shares of
Class A Common Stock and 1,923,077 shares of Class B Common
Stock held indirectly as a general partner of Lauder & Sons
L.P. and as a co-trustee of The 1995 Estee Lauder LAL Trust,
which is also a general partner of Lauder & Sons L.P.; and
(v) 418,231 shares of Class A Common held indirectly as a
director of The Lauder Foundation. The shares of Class A
Common Stock beneficially owned by the Reporting Person
exclude 260,000 shares owned by his spouse, for which the
Reporting Person disclaims beneficial ownership. The
Reporting Person also disclaims beneficial ownership of the
418,231 shares of Class A Common Stock held indirectly as a
director of The Lauder Foundation.
The 7,370,741 shares of Class A Common Stock held directly
by the Reporting Person include 1,697,493 shares of Class A
Common Stock loaned to Ronald S. Lauder. Ronald S. Lauder is
obligated to repay this loan upon demand by the Reporting
Person.
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 48,158,679 shares of Class A Common Stock,
which would constitute 53.0% 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 18,787,906 shares of Class A Common Stock and the
29,370,773 shares of Class B Common Stock beneficially owned
by the Reporting Person constitute 49.6% of the aggregate
voting power of the Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to (i) 7,370,741 shares of Class A Common Stock
held directly by the Reporting Person and (ii) 5,585,694
shares of Class A Common Stock and the 21,352,770 shares of
Class B Common Stock held indirectly as the sole individual
general partner of LAL Family Partners L.P. and as the
majority stockholder of LAL Family Corporation, which is the
sole corporate general partner of LAL Family Partners L.P.
The Reporting Person shares voting power with Ronald S.
Lauder and dispositive power with Ronald S. Lauder and Ira
T. Wender, as co-trustees of The Estee Lauder 1994 Trust,
with respect to 5,405,548 shares of Class A Common Stock and
6,094,926 shares of Class B Common Stock owned by The Estee
Lauder 1994 Trust. The Reporting Person shares voting and
dispositive power with respect to 7,692 shares of Class A
Common Stock and 1,923,077 shares of Class B Common Stock
owned by Lauder & Sons L.P. as follows: (i) the Reporting
Person shares voting and 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.; (ii) 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 (iii) the Reporting Person shares dispositive
power with Joel S. Ehrenkranz and Ira T. Wender, as
co-trustees of The 1995 Estee Lauder LAL Trust, which is a
general partner of Lauder & Sons L.P. The Reporting Person
shares voting and dispositive power with respect to 418,231
shares of Class A Common Stock held indirectly as a director
of The Lauder Foundation.
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 stockholders of LAL Family
Corporation, which is the sole corporate general partner of LAL Family
Partners L.P., have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the
5,585,694 shares of Class A Common Stock and the 21,352,770 shares of
Class B Common Stock owned by LAL Family Partners L.P. Ronald S. Lauder,
as a co-trustee and beneficiary of The Estee Lauder 1994 Trust, and Ira
T. Wender, as a co-trustee 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) 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.; (ii) 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 (iii) Joel
S. Ehrenkranz and Ira T. Wender, as co-trustees of The 1995 Estee Lauder
LAL Trust, which is a general partner of Lauder & Sons L.P. 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 Lauder Foundation.
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/ Leonard A. Lauder
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Leonard A. 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
