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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\SCH1158U.59C
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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: RICHARD D. PARSONS
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: 10,533,242
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 10,533,242
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 1,930,769
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 12,464,011 ** SEE ITEM 4
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): 18.1%
** 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 Richard D. Parsons with a
business address of 75 Rockefeller Plaza, New York, New York
10019 (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 December 31, 1998, the Reporting Person beneficially
owned 12,464,011 shares of Class A Common Stock as follows:
(i) 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 indirectly as
the sole 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 (the "Accumulation Trust");
(ii) 572,982 shares of Class A Common Stock and 2,286,906
shares of Class B Common Stock held indirectly as the sole
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 (the "Distribution Trust"); and (iii) 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 RSL Trust, which is a general partner of Lauder
& Sons L.P., which owns the shares. The Reporting Person
disclaims beneficial ownership of all such shares. The
4,320,434 shares of Class A Common Stock held indirectly as
the sole trustee of the Accumulation Trust and the 572,982
shares of Class A Common Stock held indirectly as the sole
trustee of the Distribution Trust are loaned to Ronald S.
Lauder, pursuant to a demand loan. The Accumulation Trust
and Ronald S. Lauder have entered into arrangements (the
"Calls and Puts") pursuant to which the Accumulation Trust
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 Accumulation Trust in exchange
for 937,554 shares of Class B Common Stock. The Accumulation
Trust'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
Page 3 of 8 Pages
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Ronald S. Lauder under the Calls and Puts, the Accumulation
Trust would have the right to assume absolute ownership of
the pledged shares. If the Calls and Puts were exercised in
full, or if the Accumulation Trust 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 indirectly
through the Accumulation Trust would be 3,382,880 and the
number of shares of Class B Common Stock would be 4,290,474.
(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 12,464,011 shares of Class A Common Stock,
which would constitute 18.1% 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 4,893,416 shares of Class A Common Stock and the
5,639,826 shares of Class B Common Stock for which the
Reporting Person has voting power constitute 9.7% of the
aggregate voting power of the Issuer. This does not take
into account the exercise of any of the Calls and Puts.
(c) The Reporting Person has sole voting and dispositive power
with respect to (i) the 4,320,434 shares of Class A Common
Stock and the 3,352,920 shares of Class B Common Stock held
indirectly as the sole trustee of the Accumulation Trust and
(ii) the 572,982 shares of Class A Common Stock and the
2,286,906 shares of Class B Common Stock held indirectly as
the sole trustee of the Distribution Trust. 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 Ira T. Wender, as a co-trustee 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 Joel S. Ehrenkranz and Ira T. Wender,
as co-trustees of the 1995 Estee Lauder LAL Trust, which is
a general
Page 4 of 8 Pages
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partner of Lauder & Sons L.P. 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 Accumulation Trust
and the Distribution Trust, have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
(i) the 4,320,434 shares of Class A Common Stock and the 3,352,920
shares of Class B Common Stock owned by the Accumulation Trust and (ii)
the 572,982 shares of Class A Common Stock and the 2,286,906 shares of
Class B Common Stock owned by the Distribution Trust. 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) Ira T. Wender, as a co-trustee of
The 1995 Estee Lauder RSL Trust, which is a general partner of Lauder &
Sons L.P.; and (iv) Joel S. Ehrenkranz and Ira T. Wender, as co-trustees
of The 1995 Estee Lauder LAL Trust, which is a general partner of Lauder
& Sons L.P. 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 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.
Page 5 of 8 Pages
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ITEM 10. CERTIFICATION
Not Applicable.
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/ Richard D. Parsons
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Richard D. Parsons
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
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 8 of 8 Pages
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