================================================================================
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. 4)*
THE ESTEE LAUDER COMPANIES INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
CLASS A COMMON STOCK, 518439 10 4
PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
(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 8 Pages
Exhibit Index Appears on Page 7
================================================================================
NY2:\402851\02\44090.0009
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------- --------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CUSIP No. 518439 10 4 13G Page 2 of 8
- ----------------------------------------------------------- --------------------------------------------------------
- ---------------------- -------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Gary M. Lauder
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- ---------------------- -------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) / /
(b) /X/
- ---------------------- -------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------- -------------------------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
- ---------------------- -------------------------------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 295,020
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 6,611,530
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 295,020
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER: 6,611,530
- ---------------------- -------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
6,906,550
- ---------------------- -------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:* N/A
/ /
- ---------------------- -------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.3%
**SEE ITEM 4
- ---------------------- -------------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON: IN
- ---------------------- -------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 Gary M. Lauder with a
business address of ICTV Inc., 14600 Winchester Boulevard,
Los Gatos, California 95030 (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 6,906,550 shares of Class A Common Stock as follows:
(i) 295,020 shares of Class A Common Stock held directly
by the Reporting Person and (ii) 2,782,314 shares of Class
A Common Stock and 3,829,216 shares of Class B Common
Stock, par value $.01 per share, of the Issuer (the "Class
B Common Stock"), held indirectly as a co-trustee of The
1992 Leonard A. Lauder Grantor Retained Annuity Trust (the
"GRAT"). 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 6,906,550 shares of Class A Common Stock,
which would constitute 5.3% 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 3,077,334 shares of Class A
Common Stock and the 3,829,216 shares of
Page 3 of 8 Pages
<PAGE>
Class B Common Stock beneficially owned by the Reporting
Person constitute 3.3% of the aggregate voting power of
the Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to the 295,020 shares of Class A Common Stock
held directly by the Reporting Person. The Reporting
Person shares voting power with William P. Lauder and
dispositive power with William P. Lauder and Joel S.
Ehrenkranz, as co-trustees of the GRAT, with respect to
the 2,782,314 shares of Class A Common Stock and the
3,829,216 shares of Class B Common Stock owned by the
GRAT.
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, as grantor of the GRAT, William P. Lauder, as a
co-trustee and beneficiary of the GRAT, and Joel S. Ehrenkranz, as a
co-trustee of the GRAT, have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of the 2,782,314 shares of Class A Common Stock and the 3,829,216
shares of Class B Common Stock owned by the GRAT.
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 4 of 8 Pages
<PAGE>
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
Page 5 of 8 Pages
<PAGE>
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/ Gary M. Lauder
--------------------------------
Gary M. Lauder
Page 6 of 8 Pages
<PAGE>
EXHIBIT INDEX
-------------
Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8 Pages
EXHIBIT A
---------
List of Parties to the Stockholders' Agreement
----------------------------------------------
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 8 of 8 Pages
