================================================================================
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 8 Pages
Exhibit Index Appears on Page 7
================================================================================
NYFS11...:\90\44090\0009\2579\SCH1158V.37C
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------ -----------------------------------------
CUSIP No. 518439 10 4 13G Page 2 of 8
- ------------------------------------------------------ -----------------------------------------
- -------------------------------------------------------------------------------------------------------
<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 ESTEE LAUDER AND JOSEPH
H. LAUDER, AS GRANTORS
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: 7,673,354
SHARES
--------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
--------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 7,673,354
REPORTING
--------------------------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER: --
- -------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 7,673,354
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): 11.9%
** 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
Estee Lauder and Joseph H. Lauder, as Grantors, 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) At December 31, 1998, the Reporting Person beneficially
owned 7,673,354 shares of Class A Common Stock as follows:
4,320,434 shares of Class A Common Stock and 3,352,920
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 4,320,434 shares of Class A Common
Stock are loaned to Ronald S. Lauder, pursuant to a demand
loan. The Reporting Person and Ronald S. Lauder have entered
into arrangements (the "Calls and Puts") pursuant to which
the Reporting Person can acquire up to 937,554 shares of
Class B Common Stock from Mr. Lauder in exchange for 937,554
shares of Class A Common Stock and Mr. Lauder can acquire
937,554 shares of Class A Common Stock from the Reporting
Person in exchange for 937,554 shares of Class B Common
Stock. The Reporting Person's option to acquire shares of
Class B Common Stock is secured by the pledge by Ronald S.
Lauder of 937,554 shares of Class B Common Stock; in the
event of a default by Ronald S. Lauder under the Calls and
Puts, the Reporting Person would have the right to assume
absolute ownership of the pledged shares. If the Calls and
Puts were exercised in full, or if the Reporting Person
acquired the right to assume absolute ownership of the
pledged shares, the Calls and Puts would have no effect on
the total number of shares beneficially owned by the
Reporting Person. However, the number of shares of Class A
Common Stock owned directly would be 3,382,880 and the
number of shares of Class B Common Stock would be 4,290,474.
Page 3 of 8 Pages
<PAGE>
(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 7,673,354 shares of Class A Common Stock,
which would constitute 11.9% of the number of shares of
Class A Common Stock outstanding. This does not take into
account the exercise of any of the Calls and Puts.
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 4,320,434 shares of Class A Common Stock and the
3,352,920 shares of Class B Common Stock beneficially owned
by the Reporting Person constitute 6.0% of the aggregate
voting power of the Issuer. This does not take into account
the exercise of any of the Calls and Puts.
(c) Richard D. Parsons, as the sole trustee of the Reporting
Person, has sole voting and dispositive power with respect
to the 4,320,434 shares of Class A Common Stock and the
3,352,920 shares of Class B Common Stock owned by the
Reporting Person. This does not take into account the
exercise of any of the Calls and Puts.
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 4,320,434 shares of
Class A Common Stock and the 3,352,920 shares of Class B Common Stock
owned by the Reporting Person. This does not take into account the
exercise of any of the Calls and Puts.
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
Page 4 of 8 Pages
<PAGE>
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 5 of 8 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.
Date: February 11, 1999
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
By: /s/ Richard D. Parsons
-----------------------------------
Richard D. Parsons, trustee
Page 6 of 8 Pages
<PAGE>
EXHIBIT INDEX
Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8 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 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 P. Lauder, as Grantor
Page 8 of 8 Pages
NYFS11...:\90\44090\0009\2579\SCH1158V.37C
