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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\SCH1088X.26C
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<TABLE>
<CAPTION>
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CUSIP No. 518439 10 4 13G Page of 8
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<S> <C> <C>
1 NAME OF REPORTING PERSONS: THE 1995 ESTEE LAUDER RSL TRUST
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 NEW YORK
ORGANIZATION:
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NUMBER OF 5 SOLE VOTING POWER: --
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 1,930,769
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: --
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 1,930,769
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,930,769
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): 3.1%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: OO
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</TABLE>
* 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 The 1995 Estee Lauder
RSL Trust with a business address of 767 Fifth Avenue, New
York, New York 10153 (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 1,930,769 shares of Class A Common Stock as follows:
7,692 shares of Class A Common Stock and 1,923,077 shares of
Class B Common Stock, par value $.01 per share, of the
Issuer (the "Class B Common Stock") held indirectly as a
general partner of Lauder & Sons 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 1,930,769 shares of Class A Common Stock,
which would constitute 3.1% 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 7,692 shares of Class A Common Stock and the 1,923,077
shares of Class B Common Stock beneficially owned by the
Reporting Person constitute 3.1% of the aggregate voting
power of the Issuer.
Page 3 of 8 Pages
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(c) The following persons share voting 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 directly by Lauder &
Sons L.P.: (i) 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. and (ii) Ronald S. Lauder, as an
individual general partner of Lauder & Sons L.P. and as a
co-trustee of the Reporting Person, which is a general
partner of Lauder and Sons L.P. The following persons share
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 directly by Lauder & Sons L.P.: (i) 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)
Ronald S. Lauder, as an individual general partner of Lauder
& Sons L.P. and as a co-trustee of the Reporting Person,
which is a general partner of Lauder and Sons L.P.; (iii)
Richard D. Parsons and Ira T. Wender, as co-trustees of the
Reporting Person, 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.
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
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 directly 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 Reporting Person, which is a general partner of
Lauder and Sons L.P.; (iv) Richard D. Parsons and Ira T. Wender, as
co-trustees of the Reporting Person, 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.
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
Page 4 of 8 Pages
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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
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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.
The 1995 Estee Lauder RSL Trust
By: /s/ Ronald S. Lauder February 11, 1999
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Ronald S. Lauder Date
By: /s/ Richard D. Parsons February 11, 1999
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Richard D. Parsons, trustee Date
By: /s/ Ira T. Wender February 11, 1999
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Ira T. Wender, trustee Date
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
NYFS11...:\90\44090\0009\2579\SCH1088X.26C1
