================================================================================
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.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
CLASS A COMMON STOCK, 518439 10 4
PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
(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 7 Pages
Exhibit Index Appears on Page 6
================================================================================
NYFS11...:\90\44090\0009\2579\SCH1088W.40C
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------ -----------------------------------------
CUSIP No. 518439 10 4 13G Page 2 of 7
- ------------------------------------------------------ -----------------------------------------
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSONS: TRUST F/B/O AERIN LAUDER AND JANE LAUDER U/A/D
DECEMBER 15, 1976 CREATED BY RONALD S. LAUDER, AS
GRANTOR
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY):
- -------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(A) [_]
(B) [X]
- -------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF NEW YORK
ORGANIZATION:
- -------------------------------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 2,859,888
SHARES
--------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
--------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 2,859,888
REPORTING
--------------------------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER: --
- -------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 2,859,888
EACH REPORTING PERSON:
- -------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* N/A
[-]
- -------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.5%
** SEE ITEM 4
- -------------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON: OO
- -------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 the Trust f/b/o Aerin Lauder
and Jane Lauder u/a/d December 15, 1976 created by Ronald S.
Lauder, as Grantor, with a business address of c/o Richard
D. Parsons, 75 Rockefeller Plaza, New York, New York 10019
(the "Reporting Person"). The Reporting Person was organized
in the State of New York.
(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, 1998, the Reporting Person beneficially
owned 2,859,888 shares of Class A Common Stock as follows:
572,982 shares of Class A Common Stock and 2,286,906 shares
of Class B Common Stock, par value $.01 per share, of the
Issuer (the "Class B Common Stock") held directly by the
Reporting Person. The 572,982 shares of Class A Common Stock
are loaned to Ronald S. Lauder, pursuant to a demand loan.
(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 2,859,888 shares of Class A Common Stock,
which would constitute 4.5% 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 572,982 shares of Class A Common Stock and the 2,286,906
shares of Class B Common Stock beneficially owned by the
Reporting Person constitute 3.7% of the aggregate voting
power of the Issuer.
Page 3 of 7 Pages
<PAGE>
(c) Richard D. Parsons, as the sole trustee of the Reporting
Person, has sole voting and dispositive power with respect
to the 572,982 shares of Class A Common Stock and the
2,286,906 shares of Class B Common Stock owned by the
Reporting Person.
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
Aerin Lauder and Jane Lauder, as beneficiaries of the Reporting Person,
and Richard D. Parsons, as the sole trustee of the Reporting Person,
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the 572,982 shares of
Class A Common Stock and the 2,286,906 shares of Class B Common Stock
owned by the Reporting Person.
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 4 of 7 Pages
<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.
Trust f/b/o Aerin Lauder and Jane Lauder u/a/d
December 15, 1976, created by Ronald S. Lauder, as Grantor
Date: February 11, 1999
By: /s/ Richard D. Parsons
--------------------------------------
Richard D. Parsons, trustee
Page 5 of 7 Pages
<PAGE>
EXHIBIT INDEX
-------------
Exhibit A -- List of Parties to the Stockholders' Agreement
Page 6 of 7 Pages
EXHIBIT A
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
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 7 of 7 Pages
NYFS11...:\90\44090\0009\2579\SCH1088W.40C
