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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, 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 7 Pages
Exhibit Index Appears on Page 6
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NY2:\402862\02\44090.0009
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CUSIP No. 518439 10 4 13G Page 2 of 8
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1 NAME OF REPORTING PERSON 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
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: New York
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NUMBER OF 5 SOLE VOTING POWER: 14,738,708
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 14,738,708
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER: --
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 14,738,708
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:* N/A
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 11.0%
**SEE ITEM 4
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12 TYPE OF REPORTING PERSON: OO
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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 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, with a
business address of c/o Richard D. Parsons, 75 Rockefeller
Plaza, New York, New York 10019 (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, 1999, the Reporting Person beneficially
owned 14,738,708 shares of Class A Common Stock as
follows: 4,000,000 shares of Class A Common Stock and
10,738,708 shares of Class B Common Stock, par value $.01
per share, of the Issuer (the "Class B Common Stock") held
directly by the Reporting Person. The 4,000,000 shares of
Class A Common Stock are loaned to Ronald S. Lauder,
pursuant to a demand loan. On June 2, 1999, the Class A
Common Stock and Class B Common Stock of the Issuer split
2-for-1.
(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 14,738,708 shares of Class A Common
Stock, which would constitute 11.0% 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 4,000,000 shares of Class A
Common Stock and the 10,738,708 shares of Class B Common
Stock beneficially owned by the Reporting Person
constitute 8.8% of the aggregate voting power of the
Issuer.
Page 3 of 7 Pages
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(c) Richard D. Parsons, as the sole trustee of the Reporting
Person, has sole voting and dispositive power with respect
to the 4,000,000 shares of Class A Common Stock and the
10,738,708 shares of Class B Common Stock owned by the
Reporting Person.
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
Aerin Lauder and Jane Lauder, as beneficiaries of the Reporting
Person, and Richard D. Parsons, as the sole trustee of the Reporting
Person, have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of the 4,000,000
shares of Class A Common Stock and the 10,738,708 shares of Class B
Common Stock owned by the Reporting Person.
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.
Mr. Parsons is the designee of Ronald S. Lauder. 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 4 of 7 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 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
By: /s/ Richard D. Parsons
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Richard D. Parsons, trustee
Page 5 of 7 Pages
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EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 6 of 7 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 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 P. Lauder, as Grantor
