SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(b)
(Amendment No. )*
Estee Lauder Automatic Common Exchange Security Trust
(Name of Issuer)
Trust Automatic Common Exchange Securities
(Title of Class of Securities)
518437207
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut
06836-2571, Tel: (203) 862-8000
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 22, 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)
[x] Rule 13d-1(c)
[ ] 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 disclosures
provided in a prior cover page.
The information required on 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 ("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 the Notes).
(Continued on the Following Pages)
(Page 1 of 12 Pages)
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paloma Partners L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
265,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
265,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
265,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.50%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paloma Strategic Fund L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
50,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
50,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
50,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.23%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paloma Strategic Advisors L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
50,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
50,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
50,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.23%
12. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
S. Donald Sussman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
315,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
315,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
315,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.73%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a).Name of Issuer:
Estee Lauder Automatic Common Exchange Security
Trust (the "Issuer").
Item 1(b).Address of Issuer's Principal Executive Offices:
767 Fifth Avenue
New York, New York 10153
Item 2(a).Name of Persons Filing:
The names of the persons filing this statement on Schedule
13G are: Paloma Partners L.L.C., a Delaware limited
liability company ("Paloma"), Paloma Strategic Fund L.P.,
a Bermuda limited partnership ("Paloma Strategic"), Paloma
Strategic Advisors L.L.C., a Delaware limited liability
company ("Paloma Strategic Advisors") and S. Donald
Sussman (the "Reporting Persons").
Item 2(b).Address of Principal Business Office or, if None,
Residence:
The principal business address for Paloma, Paloma
Strategic Advisors and Mr. Sussman is 2 American Lane,
Greenwich, Connecticut 06836-2571. The principal place of
business for Paloma Strategic is c/o MQ Services Ltd., 44
Church Street, Hamilton HM 12, Bermuda.
Item 2(c).Citizenship:
Paloma is a Delaware limited liability company,
Paloma Strategic is a Bermuda limited partnership, Paloma
Strategic Advisors is a Delaware limited liability company
and Mr. Sussman is a citizen of the United States.
Item 2(d).Title of Class of Securities
Trust Automatic Common Exchange Securities ("Trust
Common Exchange Stock").
Item 2(e).CUSIP Number: 518437207
Item 3. If This Statement is Filed Pursuant to Rule 13d-
1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
(a)[ ] Broker or dealer registered under
Section 15 of the Exchange Act.
(b)[ ] Bank as defined in Section 3(a)(6) of
the Exchange Act.
(c)[ ] Insurance company defined in Section
3(a)(19) of the Exchange Act.
(d)[ ] Investment company registered under
Section 8 of the Investment Company Act.
(e)[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)[ ] A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act.
(i)[ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j)[ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box [ ]
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own an aggregate
of 315,000 shares of Trust Common Exchange Stock.
(b) Percent of class:
Paloma's aggregate beneficial ownership of 265,000
shares of Trust Common Exchange Stock constitutes
6.50% of all of the outstanding shares of Trust
Common Exchange Stock.
Each of Paloma Strategic's and Paloma Strategic
Advisors' aggregate beneficial ownership of 50,000
shares of Trust Common Exchange Stock constitutes
1.23% of all of the outstanding shares of Trust
Common Exchange Stock.
S. Donald Sussman's aggregate beneficial ownership
of 315,000 shares of Trust Common Exchange Stock
constitutes 7.73% of all of the outstanding shares
of Trust Common Exchange Stock.
Together, the Reporting Persons have beneficial
ownership of 7.73% of all of the outstanding shares
of Trust Common Exchange Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Paloma Partners has the sole power to
vote or direct the vote of 265,000 shares of Trust
Common Exchange Stock.
Each of Paloma Strategic and Paloma
Strategic Advisors has the sole power to vote or
direct the vote of 50,000 shares of Trust Common
Exchange Stock.
S. Donald Sussman has the sole power to
vote or direct the vote of 315,000 shares of Trust
Common Exchange Stock.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the
disposition of
Paloma Partners has the sole power to
dispose or direct the disposition of 265,000 shares
of Trust Common Exchange Stock.
Each of Paloma Strategic and Paloma
Strategic Advisors has the sole power to dispose or
direct the disposition of 50,000 shares of Trust
Common Exchange Stock.
S. Donald Sussman has the sole power to
dispose or direct the disposition of 315,000 shares
of Trust Common Exchange Stock.
(iv) Shared power to dispose or to direct the
disposition of
Not applicable.
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 Persons have ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [].
Item 6. Ownership of More than Five Percent on Behalf of
Anther Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
Paloma owns its shares of Trust Common Exchange
Stock through its subsidiary Paloma Securities
L.L.C., a Delaware limited liability company.
Item 8. Identification and Classification of Members of the
Group.
See Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the
best of its 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.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: March 3, 1999
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
By: /s/ Michael J. Berner
Michael J. Berner,
Vice President
PALOMA STRATEGIC FUND L.P.
By: Paloma Strategic Advisors L.L.C.
Attorney-in-Fact
By: /s/ Michael J. Berner
Michael J. Berner,
Vice President
PALOMA STRATEGIC ADVISORS L.L.C.
By: /s/ Michael J. Berner
Michael J. Berner,
Vice President
/s/ S. Donald Sussman
S. Donald Sussman<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13G with respect to the trust automatic common exchange
securities of Estee Lauder Automatic Common Exchange Security
Trust dated March 3, 1999 is, and any further amendments thereto
signed by each of the undersigned shall be, filed on behalf of
each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended.
Dated: March 3, 1999
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
By: /s/ Michael J. Berner
Michael J. Berner,
Vice President
PALOMA STRATEGIC FUND L.P.
By: Paloma Strategic Advisors L.L.C.
Attorney-in-Fact
By: /s/ Michael J. Berner
Michael J. Berner,
Vice President
PALOMA STRATEGIC ADVISORS L.L.C.
By: /s/ Michael J. Berner
Michael J. Berner,
Vice President
/s/ S. Donald Sussman
S. Donald Sussman<PAGE>
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
Paloma Partners L.L.C.
Paloma Strategic Fund L.P.
Paloma Strategic Advisors L.L.C.
S. Donald Sussman
