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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE ESTEE LAUDER COMPANIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 2844 11-2408943
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION NUMBER)
ORGANIZATION)
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767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 572-4200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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SAUL H. MAGRAM, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Please send copies of communications to:
JEFFREY J. WEINBERG, ESQ. JEAN E. HANSON, ESQ.
WEIL, GOTSHAL & MANGES LLP FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
767 FIFTH AVENUE ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10153 NEW YORK, NEW YORK 10004
(212) 310-8000 (212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /x/ 333-77977
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier registration
statement for the same offering. / / _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS AMOUNT BEING OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.01 per share.......... 3,930,700 shares $92.75 $364,572,425 $ 101,351.20(2)
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(1) This Registration Statement relates to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-77977) (the "Prior
Registration Statement"). In acccordance with Rule 462(b) of the
Securities and Exchange Commission's Rules and Regulations under the
Securities Act of 1933, as amended, the proposed maximum aggregate
offering price of securities eligible to be sold under the Prior
Registration Statement ($362,250,000) is carried forward to this
Registration Statement and an additional amount of securities having a
proposed maximum aggregate offering price of $2,322,425 is registered
hereby.
(2) $646.00 is paid pursuant to this Registration Statement. The remaining
$100,705.50 of such amount is attributable to the amount carried forward
from the Prior Registration Statement, for which a filing fee in such
amount was paid at the time of registration.
IN ACCORDANCE WITH RULE 462(B) OF THE SECURITIES AND EXCHANGE COMMISSION'S
RULES AND REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT INCORPORATES BY REFERENCE THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-3 (REGISTRATION NO. 333-77977) TO WHICH THIS REGISTRATION
STATEMENT RELATES.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN NEW YORK, NEW YORK, ON THIS 19TH DAY OF MAY 1999.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ ROBERT J. BIGLER
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Name: Robert J. Bigler
Title: Senior Vice President and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
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* Chairman of the Board and May 19, 1999
- ----------------------------------- Chief Executive Officer
Leonard A. Lauder (Principal Executive
Officer)
* Director May 19, 1999
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Ronald S. Lauder
* Director May 19, 1999
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William P. Lauder
* Director May 19, 1999
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Fred H. Langhammer
* Director May 19, 1999
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Richard D. Parsons
* Director May 19, 1999
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Marshall Rose
* Director May 19, 1999
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P. Roy Vagelos, M.D.
* Director May 19, 1999
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Faye Wattleton
/s/ ROBERT J. BIGLER Senior Vice President and May 19, 1999
- ----------------------------------- Chief Financial Officer
Robert J. Bigler (Principal Financial and
Accounting Officer)
*By: /s/ ROBERT J. BIGLER
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Robert J. Bigler
Attorney-in-fact
II-1
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EXHIBITS
The following is a complete list of Exhibits filed as part of this
Registration Statement, which are incorporated herein.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.1 Form of Underwriting Agreement.*
3.1 Restated Certificate of Incorporation (filed as
Exhibit 3.1 to Amendment No. 3 to the Company's
Registration Statement on Form S-1 (No. 33-97180) on
November 13, 1995 (the "S-1")).
3.2 Form of Amended and Restated By-Laws (filed as Exhibit 3.2
to the S-1).
5.1 Opinion of Weil, Gotshal & Manges LLP with respect to the
legality of the Class A Common Stock.*
10.1 Employment Agreement with William P. Lauder.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5.1).*
24.1 Power of Attorney.*
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* Previously filed in connection with Registration Statement on Form S-3
(Registration No. 333-77977) and incorporated by reference.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated August 11, 1998
included in the Form 10-K of The Estee Lauder Companies Inc. for the year ended
June 30, 1998 and to all references to our Firm included in this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
New York, N.Y.
May 19, 1999
