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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
The Estee Lauder Companies Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
518439 10 4
(CUSIP Number)
May 25, 2000
----------------------------------------------------
(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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") 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 Notes).
* 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
disclosures provided in a prior page.
Check the following box if a fee is being paid with this statement. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
[ ]
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SCHEDULE 13G
CUSIP No. 518439 10 4 Page 1 of 7
(1) Names of Reporting Persons The 4202 Corporation
I.R.S. Identification
Nos. of Above Persons
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(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of
Organization Delaware
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Number of Shares (5) Sole Voting Power None
Beneficially Owned -----------------------------------------------------
by Each Reporting (6) Shared Voting Power 3,584,309
Person With -----------------------------------------------------
(7) Sole Dispositive Power None
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(8) Shared Dispositive Power 3,584,309
(See Item 4(c).)
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(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,584,309
(See Item 4(b).)
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(10) Check if the Aggregate Amount
in Row (9) Excludes Certain Shares [ ]
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(11) Percent of Class Represented
by Amount in Row 9 2.8%
(See Item 4(b).)
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(12) Type of Reporting Person CO
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SCHEDULE 13G
CUSIP No. 518439 10 4 Page 2 of 7
(1) Names of Reporting Persons The RSL 4202 Trust,
u/a/d May 14, 1999, created
by Ronald S. Lauder, as Grantor
I.R.S. Identification
Nos. of Above Persons
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(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of
Organization Connecticut
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Number of Shares (5) Sole Voting Power None
Beneficially Owned -----------------------------------------------------
by Each Reporting (6) Shared Voting Power 3,584,309
Person With -----------------------------------------------------
(7) Sole Dispositive Power None
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(8) Shared Dispositive Power 3,584,309
(See Item 4(c).)
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(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 3,584,309
(See Item 4(b).)
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(10) Check if the Aggregate Amount
in Row (9) Excludes Certain Shares [ ]
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(11) Percent of Class Represented
by Amount in Row 9 2.8%
(See Item 4(b).)
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(12) Type of Reporting Person OO
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SCHEDULE 13G
CUSIP No. 518439 10 4 Page 3 of 7
ITEM 1.
(a) Name of Issuer
The Estee Lauder Companies Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices
767 Fifth Avenue
New York, New York 10153
ITEM 2.
(a) Name of Person Filing
The 4202 Corporation The RSL 4202 Trust
(the "Corporation") (the "Trust")
(b) Address of Principal Business Office
The Corporation: The Trust:
Wilmington Trust Company Deborah F. Stiles, as sole trustee of
Rodney Square North the Trust
1100 North Market Street 12 Creamer Hill Road
Wilmington, Delaware 19890- Greenwich, Connecticut 06831-2743
0001
(c) Citizenship
The Corporation: Organized in the State The Trust: Organized in the State of
of Delaware Connecticut
(d) Title of Class of Securities
This report covers the Issuer's Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"). The Issuer has also issued Class B Common Stock,
par value $.01 per share (the "Class B Common Stock" and, together with the
Class A Common Stock, the "Common Stock"). As described in Item 4 below, 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
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SCHEDULE 13G
CUSIP No. 518439 10 4 Page 4 of 7
Incorporation. Based upon this conversion feature of Class B Common Stock, the
Reporting Persons are, pursuant to Rule 13d-3(d)(1)(i)(B) of the Act, deemed for
purposes of this filing to be the beneficial owners of such shares of Class A
Common Stock as would be issued upon conversion. The Class A Common Stock and
Class B Common Stock are substantially identical, except for disparity in voting
power and the conversion feature of the Class B Common Stock.
(e) CUSIP No.
The CUSIP number of the Class A Common Stock is 518439 10 4.
ITEM 3.
Not applicable.
ITEM 4. Ownership
(a) On May 25, 2000, 4,454,027 shares of Class A Common Stock were
contributed to the Trust, and the Trust contributed 4,454,027 shares of
Class A Common Stock to the Corporation (the "Contribution"). On May
31, 2000, the Corporation sold 4,747,892 shares of Class A Common Stock
in a registered public offering by the Issuer (the "Offering"). The
underwriters of the Offering have an option to purchase an additional
746,667 shares of Class A Common Stock from the Corporation.
After the Contribution, but prior to the Offering, the Corporation
owned 8,332,201 shares of Common Stock as follows: 5,494,559 shares of
Class A Common Stock and 2,837,642 shares of Class B Common Stock.
As a result of the Offering, the Corporation owns 3,584,309 shares of
Common Stock as follows: 746,667 shares of Class A Common Stock and
2,837,642 shares of Class B Common Stock.
(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 Corporation, after the Contribution, but
prior to the Offering, the Corporation would have beneficially owned
8,332,201 shares of Class A Common Stock, constituting 6.6% of the
number of shares of Class A Common Stock then outstanding.
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SCHEDULE 13G
CUSIP No. 518439 10 4 Page 5 of 7
Assuming conversion of all such shares of Class B Common Stock
beneficially owned by the Corporation, after the Offering, the
Corporation would beneficially own 3,584,309 shares of Class A Common
Stock, constituting 2.8% of the number of shares of Class A Common
Stock outstanding.
(c) All of the issued and outstanding shares of capital stock of the
Corporation are owned by Deborah F. Stiles, in her capacity as the sole
trustee of the Trust. Ms. Stiles, as the sole trustee of the Trust and
a director and officer of the Corporation, H. William Healy, as a
director and officer of the Corporation, and Lloyd O. Martin, as a
director and officer of the Corporation, share voting and dispositive
power over all of the shares of Common Stock owned by the Corporation.
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, after the Contribution, but prior to the Offering, the
5,494,559 shares of Class A Common Stock and 2,837,642 shares of Class
B Common Stock for which the Corporation had voting power constituted
2.7% of the aggregate voting power of the Issuer.
Assuming no conversion of any of the outstanding shares of Class B
Common Stock, after the Offering, the 746,667 shares of Class A Common
Stock and 2,837,642 shares of Class B Common Stock for which the
Corporation has voting power constitute 2.3% of the aggregate voting
power of the Issuer.
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[X].
ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person
No person other than those described in Item 4 is known to have the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock owned by the
Corporation.
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SCHEDULE 13G
CUSIP No. 518439 10 4 Page 6 of 7
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person
Not applicable.
ITEM 8. Identification and Classification of Members of the Group
Not applicable.
ITEM 9. Notice of Dissolution of the Group
Not applicable.
ITEM 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Dated: June 5, 2000
THE 4202 CORPORATION
/s/Deborah F. Stiles
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Deborah F. Stiles
Vice President
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SCHEDULE 13G
CUSIP No. 518439 10 4 Page 7 of 7
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Dated: June 5, 2000
THE RSL 4202 TRUST,
u/a/d May 14, 1999, created by
Ronald S. Lauder, as grantor
/s/Deborah F.Stiles
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Deborah F. Stiles,
as sole trustee of
The RSL 4202 Trust
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INDEX OF EXHIBITS
1. Joint Filing Agreement, dated as of June 5, 2000, among the Filing Persons.
2. List of Persons Filing Schedule 13G Pursuant to Rule 13d-1(c) under the Act.
