================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ____)
THE ESTEE LAUDER COMPANIES INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK 518439 10 4
PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of class of securities) (CUSIP number)
CAROL S. BOULANGER, ESQ.
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1490
(212) 858-1000
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
JANUARY 1, 1999
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(f)or 13d-1(g) check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 12 Pages)
================================================================================
NYFS11...:\90\44090\0009\2579\13D1059L.53C
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------- --------------------------------------
CUSIP No. 518439 10 4 13D Page 2 of 12
- -------------------------------------------------------- --------------------------------------
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON: SEPARATE SHARE TRUST F/B/O GARY M.
LAUDER U/A/D DECEMBER 15, 1976,
CREATED BY LEONARD A. LAUDER, AS
GRANTOR
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: N/A (SEE ITEM 3)
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF NEW YORK
ORGANIZATION:
- ---------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 1,150,579
SHARES
----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 1,150,579
REPORTING
----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,150,579
REPORTING PERSON:
- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES: N/A
- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.9%
- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: OO
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER
The title of the class of equity security to which this statement on
Schedule 13D relates is the Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), of The Estee Lauder Companies Inc. (the "Issuer"). The
address of the Issuer's principal executive office is 767 Fifth Avenue, New
York, New York 10153.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by the Separate Share Trust f/b/o Gary
M. Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor,
with a business address of c/o Daniel J. Aaron, trustee, 14 St. Claire Avenue,
Old Greenwich, Connecticut 06870 (referred to herein as the "Reporting Person").
The Reporting Person was organized in the State of New York.
During the last five years, the Reporting Person has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective as of January 1, 1999, Daniel J. Aaron has agreed to act
as the sole successor trustee of the Reporting Person. By virtue of his
acceptance of the position, Mr. Aaron became the indirect beneficial owner of
the 578,852 shares of Class A Common Stock and 571,727 shares of Class B Common
Stock, par value $.01 per share, of the Issuer (the "Class B Common Stock")
owned by the Reporting Person. No consideration was paid by Mr. Aaron for these
securities. A statement on Schedule 13G relating to these securities previously
has been filed by each of Joel S. Ehrenkranz and Carol S. Boulanger, the former
trustees of the Reporting Person who resigned as trustees effective as of the
close of business on December 31, 1998, and by the Reporting Person jointly with
the Separate Share Trust f/b/o William P. Lauder u/a/d December 15, 1976,
created by Leonard A. Lauder, as Grantor (the "William Lauder Separate Share
Trust"). This statement on Schedule 13D is being filed merely as a result of Mr.
Aaron becoming the sole successor trustee of the Reporting Person. The Reporting
Person and the William Lauder Separate Share Trust shall hereafter report
separately.
3
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
Effective as of January 1, 1999, Daniel J. Aaron has agreed to act
as the sole successor trustee of the Reporting Person. By virtue of his
acceptance of this position, Mr. Aaron became the indirect beneficial owner of
the 578,852 shares of Class A Common Stock and 571,727 shares of Class B Common
Stock owned by the Reporting Person. As the sole successor trustee, Mr. Aaron
shall have sole voting and dispositive power over these securities for the
benefit of Gary M. Lauder, the beneficiary of the Reporting Person. A statement
on Schedule 13G relating to these securities previously has been filed by each
of Joel S. Ehrenkranz and Carol S. Boulanger, the former trustees of the
Reporting Person who resigned as trustees effective as of the close of business
on December 31, 1998, and by the Reporting Person jointly with the William
Lauder Separate Share Trust. This statement on Schedule 13D is being filed
merely as a result of Mr. Aaron becoming the sole successor trustee of the
Reporting Person. The Reporting Person and the William Lauder Separate Share
Trust shall hereafter report separately.
The Reporting Person has no present plans or intentions which relate
to or would result in any of the actions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of January 1, 1999, the Reporting Person beneficially owned
1,150,579 shares of Class A Common Stock as follows: 578,852 shares of Class A
Common Stock and 571,727 shares of Class B Common Stock held directly by the
Reporting Person.
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 1,150,579 shares of Class A Common Stock, which would
constitute 1.9% of the number of shares of Class A Common Stock outstanding
(based on the number of shares of Class A Common Stock outstanding as of January
1, 1999.)
Each share of Class A Common Stock entitles the holder to one vote
on each matter submitted to a vote of the Issuer's
4
<PAGE>
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 578,852 shares of Class A Common Stock and the 571,727 shares of Class B
Common Stock beneficially owned by the Reporting Person constitute 1.0% of the
aggregate voting power of the Issuer.
(b) Daniel J. Aaron has sole voting and dispositive power with
respect to the 578,852 shares of Class A Common Stock and the 571,727 shares of
Class B Common Stock owned by the Reporting Person.
(c) The Reporting Person has not had any other transactions in the
Class A Common Stock that were effected during the past sixty days.
(d) Daniel J. Aaron, as the sole successor trustee of the Reporting
Person, has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of the 578,852 shares of Class A Common
Stock and 571,727 shares of Class B Common Stock owned by the Reporting Person.
Gary M. Lauder, as the beneficiary of the Reporting Person, has the right to
receive the net income from the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Effective as of January 1, 1999, Daniel J. Aaron, by virtue of his
becoming the successor trustee of the Reporting Person, became a party to a
Stockholders' Agreement (the "Stockholders' Agreement"), dated November 22,
1995, as amended, among the parties listed on Exhibit E 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.
5
<PAGE>
Effective as of January 1, 1999, Daniel J. Aaron, by virtue of his
becoming the successor trustee of the Reporting Person, also became a party to a
Registration Rights Agreement (the "Registration Rights Agreement"), dated
November 22, 1995, as amended, among the parties listed on Exhibit I attached
hereto. Pursuant to the Registration Rights Agreement, Mr. Aaron has an
unlimited number of piggyback registration rights in respect of the shares of
Class A Common Stock owned by the Reporting Person. These piggyback registration
rights allow Mr. Aaron to include the shares of Class A Common Stock owned by
the Reporting Person in any registration statement filed by the Issuer, subject
to certain limitations. In addition to the piggyback registration rights,
Leonard A. Lauder and Ronald S. Lauder may assign their demand registration
rights under the Registration Rights Agreement to Mr. Aaron.
The Reporting Person is not party to any other contract,
arrangement, understanding or relationship (legal or otherwise) with respect to
the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Form of Stockholders' Agreement (filed as Exhibit
10.1 to the Issuer's Registration Statement on
Form S-1 (no. 33-97180) on November 13, 1995 (the
S-1)).*
Exhibit B Amendment No. 1 to Stockholders' Agreement (filed
as Exhibit 10.1 to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30,
1996).*
Exhibit C Amendment No. 2 to Stockholders' Agreement (filed
as Exhibit 10.2 to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended December 31,
1996).*
Exhibit D Amendment No. 3 to Stockholders' Agreement (filed
as Exhibit 10.2 to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997
(the "FY 1997 Q3 10-Q)).*
Exhibit E List of parties to Stockholders' Agreement.
Exhibit F Form of Registration Rights Agreement (filed as
Exhibit 10.2 to the S-1).*
Exhibit G First Amendment to Registration Rights Agreement
(filed as Exhibit 10.3 to the Company's Annual
6
<PAGE>
Report on Form 10-K for the fiscal year ended June
30, 1996).*
Exhibit H Second Amendment to Registration Rights Agreement
(filed as Exhibit 10.1 to the FY 1997 Q3 10-Q).*
Exhibit I List of parties to Registration Rights Agreement.
* Incorporated by reference
7
<PAGE>
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.
Separate Share Trust f/b/o Gary M.
Lauder u/a/d December 15, 1976,
created by Leonard A. Lauder
Dated: January 8, 1999 By: /s/ Daniel J. Aaron
----------------------------------
Daniel J. Aaron, trustee
8
<PAGE>
EXHIBIT INDEX
Exhibit A Form of Stockholders' Agreement (filed as Exhibit
10.1 to the Issuer's Registration Statement on
Form S-1 (no. 33-97180) on November 13, 1995 (the
S-1)).*
Exhibit B Amendment No. 1 to Stockholders' Agreement (filed
as Exhibit 10.1 to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30,
1996).*
Exhibit C Amendment No. 2 to Stockholders' Agreement (filed
as Exhibit 10.2 to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended December 31,
1996).*
Exhibit D Amendment No. 3 to Stockholders' Agreement (filed
as Exhibit 10.2 to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997
(the "FY 1997 Q3 10-Q)).*
Exhibit E List of parties to Stockholders' Agreement.
Exhibit F Form of Registration Rights Agreement (filed as
Exhibit 10.2 to the S-1).*
Exhibit G First Amendment to Registration Rights Agreement
(filed as Exhibit 10.3 to the Company's Annual
Report on Form 10-K for the fiscal year ended June
30, 1996).*
Exhibit H Second Amendment to Registration Rights Agreement
(filed as Exhibit 10.1 to the FY 1997 Q3 10-Q).*
Exhibit I List of parties to Registration Rights Agreement.
* Incorporated by reference
9
EXHIBIT E
---------
List of Parties to the Stockholders' Agreement
----------------------------------------------
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 and (b) as Trustee of The 1995 Estee Lauder LAL Trust
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
Daniel J. Aaron, as Trustee of the Separate Share Trust f/b/o Gary M. Lauder
u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor
Anthony E. Malkin, as Trustee of the Separate Share Trust f/b/o William P.
Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor
10
EXHIBIT I
---------
List of Parties to the Registration Rights Agreement
----------------------------------------------------
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
Aerin Lauder Zinterhofer
Jane Lauder
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 and (b) as Trustee of The 1995 Estee Lauder LAL Trust
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.
Daniel J. Aaron, as Trustee of the Separate Share Trust f/b/o Gary M. Lauder
u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor
11
<PAGE>
Anthony E. Malkin, as Trustee of the Separate Share Trust f/b/o William P.
Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor
Morgan Guaranty Trust Company of New York, in its capacity as pledgee of Ronald
S. Lauder
12
