<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Estee Lauder Automatic Common Exchange Security Trust II
- -------------------------------------------------------------------------------
(Name of Issuer)
Trust Automatic Common Exchange Securities
- -------------------------------------------------------------------------------
(Title of Class of Securities)
518438205
--------------------------------------------
(CUSIP Number)
April 30, 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:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 8 pages
<PAGE>
- -----------------------
CUSIP No. 518438205 13G
- -----------------------
- ------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs & Co.
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
- ------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
246,931
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
246,931
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
246,931
- ------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
- ------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.4%
- ------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
- ------------------------------------------------------------------------------
Page 2 of 8 pages
<PAGE>
- -----------------------
CUSIP No. 518438205 13G
- -----------------------
- ------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Goldman Sachs Group, Inc.
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
246,931
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
246,931
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
246,931
- ------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
- ------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.4%
- ------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
- ------------------------------------------------------------------------------
Page 3 of 8 pages
<PAGE>
Item 4. Ownership (1)(2)(3)
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit (99.2) as previously reported.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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.
- --------------------------
(1) As of May 7, 1999, The Goldman Sachs Group, L.P. was merged with and
into The Goldman Sachs Group, Inc. ("GS Group"), with GS Group as the surviving
entity.
(2) Except for 45,061 securities, the securities reported herein are owned
by client accounts with respect to which Goldman, Sachs & Co. or its employees
Sachs have voting or investment discretion, or both.
(3) The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co.
("Goldman Sachs") each disclaim beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which Goldman
Sachs or employees of Goldman Sachs have voting or investment discretion, or
both and (ii) certain investment entities, of which a subsidiary of GS Group or
Goldman Sachs is the general partner, managing general partner or other manager,
to the extent interests in such entities are held by persons other than GS
Group, Goldman Sachs or their affiliates.
Page 4 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: May 10, 1999
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Hans L. Reich
----------------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Hans L. Reich
----------------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
Page 5 of 8 pages
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
99.3 Power of Attorney, dated December 21, 1998, relating to
Goldman, Sachs & Co.
99.4 Power of Attorney, dated May 7, 1998, relating to
The Goldman Sachs Group, Inc.
Page 6 of 8 pages
<PAGE>
Exibit (99.3)
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 21, 1998.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By:/s/ Robert J. Katz
- ---------------------------------
Name: Robert J. Katz
Title: Executive Vice President
Page 7 of 8 pages
<PAGE>
Exibit (99.4)
POWER OF ATTORNEY
This power of attorney will expire on May 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, Inc. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of May 7, 1999.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Robert J. Katz
- ---------------------------------
Name: Robert J. Katz
Title: Executive Vice President
Page 8 of 8 pages
