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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 7 Pages
Exhibit Index Appears on Page 6
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NYFS11...:\90\44090\0009\2579\SCH1088X.42C
<PAGE>
<TABLE>
<CAPTION>
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CUSIP No. 518439 10 4 13G Page 2 of 7
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<S> <C>
1 NAME OF REPORTING PERSONS: LAL FAMILY CORPORATION
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 DELAWARE
ORGANIZATION:
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NUMBER OF 5 SOLE VOTING POWER: --
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 25,845,131
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: --
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 25,845,131
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 25,845,131
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): 33.1%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: CO
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</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 LAL Family Corporation
with a business address of 767 Fifth Avenue, New York, New
York 10153 (the "Reporting Person"). The Reporting Person is
a Delaware corporation.
(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 25,845,131 shares of Class A Common Stock as follows:
4,492,361 shares of Class A Common Stock 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 corporate general partner of LAL Family Partners
L.P., which owns the shares.
(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 25,845,131 shares of Class A Common Stock,
which would constitute 33.1% 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 4,492,361 shares of Class A Common Stock and the
21,352,770 shares of Class B Common Stock beneficially owned
by the Reporting Person constitute 34.6% of the aggregate
voting power of the Issuer.
(c) Leonard A. Lauder, as the sole individual general partner of
LAL Family Partners L.P. and as the majority stockholder of
the Reporting Person, which is the sole corporate general
partner of the LAL Family Partners L.P. has sole voting and
dispositive power with respect to the 4,492,361 shares of
Class A Common Stock
Page 3 of 7 Pages
<PAGE>
and the 21,352,770 shares of Class B Common Stock owned by
LAL Family Partners 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, as the sole individual general partner of LAL Family
Partners L.P. and as the majority stockholder of the Reporting Person,
which is the sole corporate general partner of LAL Family Partners L.P.,
and William P. Lauder and Gary M. Lauder, as stockholders of the
Reporting Person, 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
4,492,361 shares of Class A Common Stock and the 21,352,770 shares of
Class B Common Stock owned by LAL Family Partners 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
LAL Family Partners, which owns the stock, 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.
LAL Family Corporation
Date: February 11, 1999 By: /s/ Leonard A. Lauder
---------------------------------
Leonard A. Lauder
President
Page 5 of 7 Pages
<PAGE>
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 6 of 7 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 7 of 7 Pages
