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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Estee Lauder Companies Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
518439 10 4
(CUSIP Number)
George E.B. Maguire, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(212) 909-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 18, 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 ss.ss. 240.13d-1(3), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") 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).
* 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
disclosures provided in a prior cover page.
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SCHEDULE 13D
CUSIP No. 518439 10 4 Page 2 of 10 Pages
(1) Names of Reporting Persons The 4202 Corporation
S.S. or I.R.S. Identification
Nos. of Above Persons
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds Not Applicable.
(See Item 3.)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) Citizenship or Place of
Organization Delaware
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Number of Shares (7) Sole Voting Power None
Beneficially Owned ---------------------------------------------------------
by Each Reporting (8) Shared Voting Power 2,100,000
Person With ---------------------------------------------------------
(9) Sole Dispositive Power None
---------------------------------------------------------
(10) Shared Dispositive Power 2,100,000
(See Item 5(b).)
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,100,000
(See Item 5(b).)
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 3.3%
(See Items 5(a) and (b).)
- -------------------------------------------------------------------------------
(14) Type of Reporting Person CO
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SCHEDULE 13D
CUSIP No. 518439 10 4 Page 3 of 10 Pages
(1) Names of Reporting Persons The RSL 4202 Trust,
u/a/d May 14, 1999, created
by Ronald S. Lauder, as Grantor
S.S. or I.R.S. Identification
Nos. of Above Persons
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds Not Applicable.
(See Item 3.)
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) Citizenship or Place of
Organization Connecticut
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power None
Beneficially Owned ---------------------------------------------------------
by Each Reporting (8) Shared Voting Power 2,100,000
Person With ---------------------------------------------------------
(9) Sole Dispositive Power None
---------------------------------------------------------
(10) Shared Dispositive Power 2,100,000
(See Item 5(b).)
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,100,000
(See Item 5(b).)
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 3.3%
(See Items 5(a) and (b).)
- -------------------------------------------------------------------------------
(14) Type of Reporting Person 00
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SCHEDULE 13D
CUSIP No. 518439 10 4 Page 4 of 10 Pages
ITEM 1.
(a) Name of Issuer
The Estee Lauder Companies Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices
767 Fifth Avenue
New York, New York 10153
(c) Title of Class of Securities
This report covers the Issuer's Class A Common Stock, par value $.01 per share
(the "Class A Common Stock").
The Issuer has also issued Class B Common Stock, par value $.01 per share (the
"Class B Common Stock" and, together with the Class A Common Stock, the "Common
Stock"). As described in Item 5(b) below, each share of Class B Common Stock is
convertible at the option of 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. Based upon this conversion feature of
Class B Common Stock, the Reporting Persons are, pursuant to Rule
13d-3(d)(1)(i)(B) of the Act, deemed for purposes of this filing to be the
beneficial owners of such shares of Class A Common Stock as would be issued upon
conversion. The Class A Common Stock and Class B Common Stock are substantially
identical, except for disparity in voting power and the conversion feature of
the Class B Common Stock.
ITEM 2.
Reporting Person Reporting Person
- ---------------- ----------------
The 4202 Corporation The RSL 4202 Trust
(the "Corporation") (the "Trust")
Place of organization: Place of organization:
State of Delaware State of Connecticut
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SCHEDULE 13D
CUSIP No. 518439 10 4 Page 5 of 10 Pages
Principal business: Investments Principal business: Investments
Principal Office: Principal Office:
1105 North Market Street c/o Deborah F. Stiles, as sole trustee of
Suite 1300 the Trust
Wilmington, Delaware 19890- 12 Creamer Hill Road
0001 Greenwich, Connecticut 06831-2743
(d) No. (d) No.
(e) No. (e) No.
Officers/Directors of Reporting Persons
1. (a) Deborah F. Stiles, sole trustee of the Trust and
director, vice president and secretary of the Corporation
(b) 12 Creamer Hill Road
Greenwich, Connecticut 06831-2743
(c) Partner at the law firm of
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(d) No
(e) No
(f) U.S.A.
2. (a) H. William Healy, director, president and treasurer of the
Corporation
(b) 2992 Kitchum's Close
Williamsburg, Virginia 23185
(c) Retired
(d) No
(e) No
(f) U.S.A.
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SCHEDULE 13D
CUSIP No. 518439 10 4 Page 6 of 10 Pages
3. (a) Lloyd O. Martin, director, assistant treasurer and assistant
secretary of the Corporation
(b) Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
(c) Assistant Vice President of the Corporate Financial Services
Department of the Wilmington Trust Company, a provider of
financial services
(d) No
(e) No
(f) U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration.
Not applicable. The shares of Common Stock were contributed to the
Corporation by Ronald S. Lauder, the sole stockholder of the Corporation, and
all of the shares of capital stock of the Corporation were then contributed to
the Trust by Ronald S. Lauder.
ITEM 4. Purpose of Transaction.
The Corporation acquired the shares of Class A Common Stock for
investment purposes. On May 18, 1999, 1,029,317 shares of Class A Common Stock
and 3,070,683 shares of Class B Common Stock were contributed to the Corporation
(the "Contribution"), and ownership of the Corporation was then transferred to
the Trust. The Corporation then transferred 1,651,862 shares of Class B Common
Stock to Richard D. Parsons, as trustee of the Trusts f/b/o Aerin Lauder
Zinterhofer and Jane Lauder, u/a/d December 15, 1976, created by Estee Lauder
and Joseph H. Lauder, as Grantors, and the Trusts f/b/o Aerin Lauder Zinterhofer
and Jane Lauder, u/a/d December 15, 1976, created by Ronald S. Lauder, as
Grantor, in exchange for the transfer to the Corporation of an equal number of
shares of Class A Common Stock (the "Exchange").
On May 25, 1999, the Corporation sold 2,000,000 shares of Class A
Common Stock in a registered public offering by the Issuer (the "Offering"). The
underwriters of the Offering have an option to purchase an additional 300,000
shares of
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SCHEDULE 13D
CUSIP No. 518439 10 4 Page 7 of 10 Pages
Class A Common Stock from the Corporation. The Corporation may sell additional
shares of Class A Common Stock in the future as part of its investment
activities.
The Trust acquired 100% of the shares of capital stock of the
Corporation for investment purposes.
ITEM 5. Interest in Securities of the Issuer.
(a) After the Contribution, but prior to the Exchange, the Corporation owned
4,100,000 shares of Common Stock as follows: 1,029,317 shares of Class A Common
Stock and 3,070,683 shares of Class B Common Stock. 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 (see Item 2(c) above).
Assuming conversion of all such shares of Class B Common Stock beneficially
owned by the Corporation after the Contribution, but prior to the Exchange, the
Corporation would have beneficially owned 4,100,000 shares of Class A Common
Stock, constituting 6.3% of the number of shares of Class A Common Stock then
outstanding.
After the Exchange, but prior to the Offering, the Corporation owned
4,100,000 shares of Common Stock as follows: 2,681,179 shares of Class A Common
Stock and 1,418,821 shares of Class B Common Stock. Assuming conversion of all
such shares of Class B Common Stock beneficially owned by the Corporation after
the Exchange, but prior to the Offering, the Corporation would have beneficially
owned 4,100,000 shares of Class A Common Stock, constituting 6.3% of the number
of shares of Class A Common Stock then outstanding.
As a result of the Offering, the Corporation owns 2,100,000 shares of
Common Stock as follows: 681,789 shares of Class A Common Stock and 1,418,821
shares of Class B Common Stock. Assuming conversion of all such shares of Class
B Common Stock beneficially owned by the Corporation after the Exchange, the
Corporation would beneficially own 2,100,000 shares of Class A Common Stock,
constituting 3.3% of the number of shares of Class A Common Stock outstanding.
(b) 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 681,789 shares of Class A Common
Stock and 1,418,821 shares of Class B Common Stock for which the Corporation has
voting power (following the Offering) constitute 2.4% of the aggregate voting
power of the Issuer.
<PAGE>
SCHEDULE 13D
CUSIP No. 518439 10 4 Page 8 of 10 Pages
All of the issued and outstanding shares of capital stock of the
Corporation are owned by Deborah F. Stiles, in her capacity as the sole trustee
of the Trust. Ms. Stiles, as the sole trustee of the Trust and a director and
officer of the Corporation, H. William Healy, as a director and officer of the
Corporation, and Lloyd O. Martin, as a director and officer of the Corporation,
share voting and investment power over all of the shares of Common Stock owned
by the Corporation.
(c) See Item 4.
(d) No person other than those described in Item 5(b) is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock owned by the Corporation.
(e) The Corporation ceased to be the beneficial owner of more than five percent
of the outstanding shares of Class A Common Stock on May 25, 1999, the date of
the Offering.
ITEM 6.
Neither the Reporting Persons nor any of the officers or directors of
the Reporting Persons have any contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of the Issuer.
ITEM 7. Materials to Be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement, dated as of May 26, 1999, among the
Filing Persons.
Exhibit 2. List of Persons Filing Schedule 13D Pursuant to Rule 13d-1(a) under
the Act.
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.
Dated: May 26, 1999
THE 4202 CORPORATION
/s/Deborah F. Stiles
---------------------
Deborah F. Stiles
Vice President
Signature.
<PAGE>
SCHEDULE 13D
CUSIP No. 518439 10 4 Page 9 of 10 Pages
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.
Dated: May 26, 1999
THE RSL 4202 TRUST,
u/a/d May 14, 1999, created by
Ronald S. Lauder, as grantor
/s/Deborah F.Stiles
-------------------
Deborah F. Stiles,
as sole trustee of
The RSL 4202 Trust
<PAGE>
INDEX OF EXHIBITS
1. Joint Filing Agreement, dated as of May 26, 1999, among the Filing Persons.
2. List of Persons Filing Schedule 13D Pursuant to Rule 13d-1(a) under the Act.
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act
of 1934, as amended, each of the undersigned agrees that the Statement on
Schedule 13D, to which this exhibit is attached, is filed its behalf.
Dated: May 26, 1999
THE 4202 CORPORATION
/s/Deborah F. Stiles
-------------------------------
Deborah F. Stiles
Vice President
THE RSL 4202 TRUST,
u/a/d May 14, 1999, created by
Ronald S. Lauder, as grantor
/s/Deborah F. Stiles
-------------------------------
Deborah F. Stiles,
as sole trustee of
The RSL 4202 Trust
<PAGE>
Exhibit 2
LIST OF PERSONS FILING SCHEDULE 13D PURSUANT TO RULE 13d-1(a)
UNDER THE ACT
The 4202 Corporation
The RSL 4202 Trust
