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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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(AMENDMENT NO. 4)*
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, 1999
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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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NY2:\402868\02\44090.0009
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<S> <C> <C> <C> <C> <C>
CUSIP No. 518439 10 4 13G Page 2 of 9
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1 NAME OF REPORTING PERSON Leonard A. Lauder
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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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 ORGANIZATION: United States of America
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NUMBER OF 5 SOLE VOTING POWER: 60,816,168
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 23,735,813
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 60,816,168
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER: 23,735,813
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
84,551,981
**SEE ITEM 4
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:*
/X/
**SEE ITEM 4
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 46.1%
**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 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, 1999, the Reporting Person beneficially
owned 84,551,981 shares of Class A Common Stock as
follows: (i) 10,197,992 shares of Class A Common Stock
held directly by the Reporting Person; (ii) 6,779,302
shares of Class A Common and 42,705,540 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) 7,370,561 shares of Class A Common
Stock and 12,189,852 shares of Class B Common Stock held
indirectly as a co-trustee of The Estee Lauder 1994 Trust;
(iv) 15,384 shares of Class A Common Stock and 3,846,154
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) 313,862 shares
of Class A Common held indirectly as a director of The
Lauder Foundation; and (vi) 1,133,334 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
520,000 shares owned by his wife and 20,000 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 313,862 shares of Class A Common Stock
held indirectly as a director of The Lauder Foundation. On
June 2, 1999, the Class A Common Stock and Class B Common
Stock of the Issuer split 2-for-1.
Page 3 of 9 Pages
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The 10,197,992 shares of Class A Common Stock held
directly by the Reporting Person include 3,394,986 shares
of Class A Common Stock loaned to Ronald S. 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 2,671,610 nor more than
3,206,060 shares of Class A Common Stock held by The Estee
Lauder 1994 Trust on June 5, 2001 (subject to extension
and subsequent acceleration) (the "Exchange Date").
Subject to the right of the Estee Lauder 1994 Trust
described in the next sentence, 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. The Estee Lauder 1994
Trust has the right to elect to pay cash upon settlement
of the Contract in lieu of delivering shares. Until such
delivery, all 3,206,060 shares of Class A Common Stock
continue to be included in the total for The Estee Lauder
1994 Trust.
In February 1999, The Estee Lauder 1994 Trust entered into
a forward purchase agreement (the "TRACES II Contract")
with the Estee Lauder Automatic Common Exchange Security
Trust II, a trust not affiliated with the Reporting
Person, The Estee Lauder 1994 Trust or the Issuer (the
"TRACES II Trust"), relating to the disposition by The
Estee Lauder 1994 Trust to the TRACES II Trust of not
fewer than 3,380,201 nor more than 3,988,438 shares of
Class A Common Stock held by The Estee Lauder 1994 Trust
on February 23, 2002 (subject to extension and subsequent
acceleration) (the "Exchange Date"). Subject to the right
of The Estee Lauder 1994 Trust described in the next
sentence, the precise number of shares to be delivered by
The Estee Lauder 1994 Trust will be determined in
accordance with the TRACES II Contract as of the Exchange
Date. The Estee Lauder 1994 Trust has the right to elect
to pay cash upon settlement of the TRACES II Contract in
lieu of delivering shares. Until there is delivery of the
shares to the TRACES II Trust, all 3,988,438 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 84,551,981shares of Class A Common Stock,
which would constitute 46.1% of the number of shares of
Class A Common Stock outstanding.
Page 4 of 9 Pages
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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 25,810,435 shares of Class A
Common Stock and the 58,741,546 shares of Class B Common
Stock beneficially owned by the Reporting Person
constitute 48.5% of the aggregate voting power of the
Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to (i) 10,197,992 shares of Class A Common
Stock held directly by the Reporting Person, (ii)
6,779,302 shares of Class A Common Stock and the
42,705,540 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) 1,133,334
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 7,370,561 shares of Class A Common Stock
and 12,189,852 shares of Class B Common Stock owned by The
Estee Lauder 1994 Trust. The Reporting Person shares
voting and dispositive power with respect to 15,384 shares
of Class A Common Stock and 3,846,154 shares of Class B
Common Stock owned by Lauder & Sons L.P. as follows: (i)
the Reporting Person shares voting and 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.; (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 313,862 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
Page 5 of 9 Pages
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receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the 6,779,302 shares of Class A Common
Stock and the 42,705,540 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 7,370,561 shares of Class A Common Stock and the
12,189,852 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 15,384 shares of Class A Common Stock and the
3,846,154 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
313,862 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 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, 2000 /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
