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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 9 Pages
Exhibit Index Appears on Page 8
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NYFS11...:\90\44090\0009\2579\SCH1088Y.04C
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<TABLE>
<CAPTION>
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CUSIP No. 518439 10 4 13G Page 2 of 9
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<S> <C> <C>
1 NAME OF REPORTING PERSONS: IRA T. WENDER
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: 2,700,000
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 2,700,000
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 12,666,243
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 15,366,243
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): 22.2%
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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 Ira T. Wender with a business
address of 1133 Avenue of the Americas, New York, New York
10036 (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 15,366,243 shares of Class A Common Stock as follows:
(i) 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, (ii) 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 LAL Trust and as a co-trustee of The 1995 Estee
Lauder RSL Trust, each of which trusts are general partners
of Lauder & Sons L.P., which owns the shares, and (iii)
2,700,000 shares of Class A Common Stock held indirectly as
sole trustee of The RSL 4201 Trust. The Reporting Person
disclaims beneficial ownership of all such shares. The
Shares of Class A Common Stock beneficially owned by the
Reporting Person exclude 2,000 shares of Class A Common
Stock owned by his spouse, for which the Reporting Person
disclaims beneficial ownership. The 2,700,000 shares of
Class A Common Stock held indirectly as sole trustee of The
RSL 4201 Trust are not subject to the Stockholders'
Agreement (as defined below).
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
Page 3 of 9 Pages
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delivery, all 1,603,030 shares of Class A Common Stock
continue to be included in the total for The Estee Lauder
1994 Trust.
In June 1998, The RSL 4201 Trust entered into a forward
purchase agreement (the "4201 Contract") with the TRACES
Trust relating to the potential disposition by The RSL 4201
Trust to the TRACES Trust of not fewer than 2,225,000 nor
more than 2,700,000 shares of Class A Common Stock held by
The RSL 4201 Trust on June 5, 2001 (subject to extension and
subsequent acceleration) (the "4201 Exchange Date"). Subject
to the right of The RSL 4201 Trust described in the next
sentence, the precise number of shares to be delivered by
The RSL 4201 Trust to the TRACES Trust will be determined in
accordance with the 4201 Contract as of the Exchange Date.
The RSL 4201 Trust has the right to elect to pay cash upon
settlement of the 4201 Contract in lieu of delivering
shares. Until there is delivery of the shares to the TRACES
Trust (or any other disposition thereof), all 2,700,000
shares of Class A Common Stock continue to be included in
the total for The RSL 4201 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 15,366,243 shares of Class A Common Stock,
which would constitute 22.2% 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 2,700,000 shares of Class A Common Stock for which the
Reporting Person has voting power would constitute 0.4% of
the aggregate voting power of the Issuer.
(c) The Reporting Person shares dispositive power with Leonard
A. Lauder and Ronald S. Lauder, as co-trustees of The Estee
Lauder 1994 Trust, with respect to 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
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 Richard D. Parsons, as a co-trustee
of The 1995 Estee Lauder RSL Trust, which is
Page 4 of 9 Pages
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a general partner of Lauder & Sons L.P.; and (iv) the
Reporting Person shares dispositive power with Joel S.
Ehrenkranz, as a co-trustee of the 1995 Estee Lauder LAL
Trust, which is a general partner of Lauder & Sons L.P. The
Reporting Person as sole trustee of The RSL 4201 Trust has
sole dispositive power with respect to the 2,700,000 shares
of Class A Common Stock owned by The RSL 4201 Trust.
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
Leonard A. Lauder and Ronald S. Lauder, as co-trustees and beneficiaries
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 5,405,548 shares of Class A Common Stock and the 4,640,548 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) 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) Richard D. Parsons, 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, as a co-trustee of The 1995
Estee Lauder LAL Trust, which is a general partner of Lauder & Sons L.P.
The beneficiaries of the RSL 4201 Trust have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of the 2,700,000 shares of Class A Common Stock owned by the RSL
4201 Trust.
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.
Page 5 of 9 Pages
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The shares owned by The RSL 4201 Trust are not subject to the
Stockholders' Agreement.
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/ Ira T. Wender
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Ira T. Wender
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
