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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. 3)*
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 9 Pages
Exhibit Index Appears on Page 8
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NYFS11...:\90\44090\0009\2579\SCH1088T.40B
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<TABLE>
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CUSIP No. 518439 10 4 13G Page 2 of 9
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<S> <C>
1 NAME OF REPORTING PERSONS: LEONARD A. LAUDER
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: 32,211,776
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 12,905,974
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 32,211,776
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 12,905,974
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 45,117,750 ** SEE ITEM 4
EACH REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
** SEE ITEM 4 [X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 49.7%
** 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 Leonard A. Lauder with a
business address of 767 Fifth Avenue, New York, New York
10153 (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) As of December 31, 1998, the Reporting Person beneficially
owned 45,117,750 shares of Class A Common Stock as follows:
(i) 6,166,645 shares of Class A Common Stock held directly
by the Reporting Person; (ii) 4,492,361 shares of Class A
Common and 21,352,770 shares of Class B Common Stock, par
value $.01 per share, of the Issuer (the "Class B Common
Stock"), held indirectly as the sole individual general
partner of LAL Family Partners L.P. and as the majority
stockholder of LAL Family Corporation, which is the sole
corporate general partner of LAL Family Partners L.P.; (iii)
4,640,548 shares of Class A Common Stock and 6,094,926
shares of Class B Common Stock held indirectly as a co-
trustee of The Estee Lauder 1994 Trust; (iv) 7,692 shares of
Class A Common Stock and 1,923,077 shares of Class B Common
Stock held indirectly as a general partner of Lauder & Sons
L.P. and as a co-trustee of The 1995 Estee Lauder LAL Trust,
which is also a general partner of Lauder & Sons L.P.; (v)
239,731 shares of Class A Common held indirectly as a
director of The Lauder Foundation; and (vi) 200,000 shares
of Class A Common Stock subject to exercisable employee
stock options held by the Reporting Person. The shares of
Class A Common Stock beneficially owned by the Reporting
Person exclude 260,000 shares owned by his wife and 5,000
shares subject to exercisable employee stock options held by
his wife, for which the Reporting Person disclaims
beneficial ownership. The Reporting Person also disclaims
beneficial ownership of the 239,731 shares of Class A Common
Stock held indirectly as a director of The Lauder
Foundation.
The 6,166,645 shares of Class A Common Stock held directly
by the Reporting Person include 1,697,493 shares of Class A
Common Stock loaned to Ronald S.
Page 3 of 9 Pages
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Lauder. Ronald S. Lauder is obligated to repay this loan
upon demand by the Reporting Person.
In June 1998, The Estee Lauder 1994 Trust entered into a
forward purchase agreement (the "Contract") with the Estee
Lauder Automatic Common Exchange Security Trust, a trust not
affiliated with the Reporting Person, The Estee Lauder 1994
Trust or the Issuer (the "TRACES Trust"), relating to the
disposition by The Estee Lauder 1994 Trust to the TRACES
Trust of not fewer than 1,335,805 nor more than 1,603,030
shares of Class A Common Stock held by The Estee Lauder 1994
Trust on June 5, 2001 (the "Exchange Date"). The precise
number of shares to be delivered by The Estee Lauder 1994
Trust to the TRACES Trust will be determined in accordance
with the Contract as of the Exchange Date. Until such
delivery, all 1,603,030 shares of Class A Common Stock
continue to be included in the total for The Estee Lauder
1994 Trust.
(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 45,117,750 shares of Class A Common Stock,
which would constitute 49.7% 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 15,746,977 shares of Class A Common Stock and the
29,370,773 shares of Class B Common Stock beneficially owned
by the Reporting Person constitute 49.1% of the aggregate
voting power of the Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to (i) 6,166,645 shares of Class A Common Stock
held directly by the Reporting Person, (ii) 4,492,361 shares
of Class A Common Stock and the 21,352,770 shares of Class B
Common Stock held indirectly as the sole individual general
partner of LAL Family Partners L.P. and as the majority
stockholder of LAL Family Corporation, which is the sole
corporate general partner of LAL Family Partners L.P. and
(iii) 200,000 shares of Class A Common Stock subject to
exercisable employee stock options held by the Reporting
Person. The Reporting Person shares voting power with Ronald
S. Lauder and dispositive power with Ronald S. Lauder and
Ira T. Wender, as co-trustees of The Estee Lauder 1994
Trust, with respect to 4,640,548 shares of Class A Common
Stock and 6,094,926 shares of Class B Common Stock owned by
The Estee Lauder 1994 Trust. The Reporting Person shares
voting and dispositive power with respect to 7,692 shares of
Class A Common Stock and 1,923,077 shares of Class B Common
Stock owned by Lauder & Sons L.P. as follows: (i) the
Reporting Person shares voting and dispositive
Page 4 of 9 Pages
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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.; (ii) the Reporting Person shares
dispositive power with Richard D. Parsons and Ira T. Wender,
as co-trustees of The 1995 Estee Lauder RSL Trust, which is
a general partner of Lauder & Sons L.P.; and (iii) 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 partner of Lauder
& Sons L.P. The Reporting Person shares voting and
dispositive power with respect to 239,731 shares of Class A
Common Stock held indirectly as a director of The Lauder
Foundation.
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
William P. Lauder and Gary M. Lauder, as stockholders of LAL Family
Corporation, which is the sole corporate general partner of LAL Family
Partners L.P., have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the
4,492,361 shares of Class A Common Stock and the 21,352,770 shares of
Class B Common Stock owned by LAL Family Partners L.P. Ronald S. Lauder,
as a co-trustee and beneficiary of The Estee Lauder 1994 Trust, and Ira
T. Wender, as a co-trustee of The Estee Lauder 1994 Trust, have the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the 4,640,548 shares of Class A Common
Stock and the 6,094,926 shares of Class B Common Stock owned by The
Estee Lauder 1994 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) 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.; (ii) Richard D.
Parsons and Ira T. Wender, as co-trustees of The 1995 Estee Lauder RSL
Trust, which is a general partner of Lauder & Sons L.P.; and (iii) 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. The Lauder
Foundation, of which the Reporting Person is a director, has the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the 239,731 shares of Class A Common Stock
owned by The Lauder Foundation.
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 5 of 9 Pages
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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 6 of 9 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.
Date: February 11, 1999
/S/ Leonard A. Lauder
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Leonard A. Lauder
Page 7 of 9 Pages
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EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 8 of 9 Pages
EXHIBIT A
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List of Parties to the Stockholders' Agreement
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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 9 of 9 Pages
