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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13D-1(B), (C) AND (D) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B)
(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)
DECEMBER 31, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[ ] RULE 13D-1(B)
[ ] RULE 13D-1(C)
[X] RULE 13D-1(D)
*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.20C
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<TABLE>
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CUSIP No. 518439 10 4 13G Page 2 of 8
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<S> <C> <C>
1 NAME OF REPORTING PERSONS: JOEL S. EHRENKRANZ
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY):
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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: 385,000
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 385,000
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 5,309,535
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 5,694,535
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): 8.7%
** 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 Joel S. Ehrenkranz with a
business address of 375 Park Avenue, New York, New York
10152 (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 the end of the day on December 31, 1998, the Reporting
Person beneficially owned 5,694,535 shares of Class A Common
Stock as follows: (i) 1,464,158 shares of Class A Common
Stock and 1,914,608 shares of Class B Common Stock, par
value $.01 per share, of the Issuer (the "Class B Common
Stock") held indirectly as a co-trustee of The 1992 Leonard
A. Lauder Grantor Retained Annuity Trust (the "GRAT"); (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, which is a general partner of
Lauder & Sons L.P., which owns the shares; and (iii) 385,000
shares of Class A Common Stock held indirectly as sole
trustee of The LAL 4002 Trust. The Reporting Person
disclaims beneficial ownership of (i) the 1,565,428 shares
of Class A Common Stock and the 1,914,608 shares of Class B
Common Stock held indirectly as a co-trustee of the GRAT;
(ii) the 7,692 shares of Class A Common Stock and the
1,923,077 shares of Class B Common Stock held indirectly as
a co-trustee of The 1995 Estee Lauder LAL Trust, which is a
general partner of Lauder & Sons L.P., which owns the
shares; and (iii) the 385,000 shares of Class A. Common
Stock held indirectly as trustee of The LAL 4002 Trust. The
385,000 shares of Class A Common Stock held indirectly by
the Reporting Person as sole trustee of The LAL 4002 Trust
are not subject to the Stockholders' Agreement (as defined
below).
In June 1998, The LAL 4002 Trust entered into a forward
purchase agreement (the "Contract") with the Estee Lauder
Automatic Common Exchange Security Trust, a trust not
affiliated with the Reporting Person, The LAL 4002 Trust or
the Issuer ("the TRACES Trust"), relating to the disposition
by The LAL 4002 Trust to the TRACES Trust of not fewer than
320,820 nor more than 385,000 shares of Class
Page 3 of 8 Pages
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A Common Stock held by The LAL 4002 Trust on June 5, 2001
(the "Exchange Date"). The precise number of shares to be
delivered by The LAL 4002 Trust to the TRACES Trust will be
determined in accordance with the Contract as of the
Exchange Date. Until such delivery, all 385,000 shares of
Class A Common Stock continue to be included in the total
for The LAL 4002 Trust.
(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 5,694,535 shares of Class A Common Stock,
which would constitute 8.7% 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 385,000 shares of Class A Common Stock for which the
Reporting Person has voting power constitute 0.1% of the
aggregate voting power of the Issuer.
(c) The Reporting Person shares dispositive power with William
P. Lauder and Gary M. Lauder, as co-trustees of the GRAT,
with respect to the 1,565,428 shares of Class A Common Stock
and the 1,914,608 shares of Class B Common Stock owned by
the GRAT. 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 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 (iv) the
Reporting Person shares dispositive power with Ira T.
Wender, as a co-trustee of the 1995 Estee Lauder LAL Trust,
which is a general partner of Lauder & Sons L.P. The
Reporting Person as sole trustee of The LAL 4002 Trust has
sole dispositive power with respect to the 385,000 shares of
Class A Common Stock owned by The LAL 4002 Trust.
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
Leonard A. Lauder, as grantor of the GRAT, and William P. Lauder and
Gary M. Lauder, as co-trustees of the GRAT, have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of the 1,565,428 shares of Class A Common Stock and the
1,914,608 shares of Class B Common Stock owned by the GRAT. 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 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 (iv) Ira T. Wender, 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.
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.
The shares owned by The LAL 4002 Trust are not subject to the
Stockholders' 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 11, 1999 /s/ Joel S. Ehrenkranz
--------------------------------
Joel S. Ehrenkranz
Page 6 of 8 Pages
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EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8 Pages
EXHIBIT A
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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 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
Patrick J. Landers, 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
Page 8 of 8 Pages
