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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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)
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*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
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CUSIP No. 518439 10 4 13G Page 2 of 9
1 NAME OF REPORTING Ronald S. Lauder
PERSONS:
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE
PERSONS:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:* (a) [_]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF United States of America
ORGANIZATION:
NUMBER OF 5 SOLE VOTING POWER: 32,598,658
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: 16,765,779
OWNED BY
EACH 7 SOLE DISPOSITIVE 12,015,043
REPORTING POWER:
PERSON WITH 8 SHARED DISPOSITIVE 40,099,394
POWER:
9 AGGREGATE AMOUNT 52,114,437 ** SEE ITEM 4
BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) N/A
EXCLUDES CERTAIN SHARES:* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 60.4%
(9): ** SEE ITEM 4
12 TYPE OF REPORTING IN
PERSON:
* 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 Ronald S. Lauder with a
business address of 767 Fifth Avenue, New York, New
York 10153 (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) The Reporting Person beneficially owns 52,114,437
shares of Class A Common Stock as follows: (i)
17,513,615 shares of Class A Common Stock and
17,831,861 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; (ii)
1,591 shares of Class A Common Stock and 1,591 shares
of Class B Common Stock held indirectly as the sole
trustee of The Descendants of Ronald S. Lauder 1966
Trust; (iii) 8,163,253 shares of Class A Common Stock
and 6,094,926 shares of Class B Common Stock held
indirectly as a co-trustee of The Estee Lauder 1994
Trust; (iv) 7,692 shares of Class A Common Stock and
1,923,077 shares of Class B Common Stock held
indirectly as a general partner of Lauder & Sons L.P.
and as a co-trustee of The 1995 Estee Lauder RSL
Trust, which is also a general partner of Lauder &
Sons L.P.; (v) 261,131 shares of Class A Common Stock
held indirectly as a director of The Lauder
Foundation; and (vi) 315,700 shares of Class A Common
Stock held indirectly as Chairman of the Board of
Directors of The Ronald S. Lauder Foundation. The
Reporting Person disclaims beneficial ownership of
(i) 261,131 shares of Class A Common Stock held
indirectly as a director of The Lauder Foundation;
(ii) 315,700 shares of Class A Common Stock held
indirectly as Chairman of the Board of Directors of
The Ronald S. Lauder Foundation; and (iii) 1,591
shares of Class A Common Stock and the 1,591 shares
of Class B Common Stock held indirectly as the sole
trustee of The Descendants of Ronald S. Lauder 1966
Trust.
The Reporting Person has a short position of
8,333,333 shares of Class A Common Stock. The
17,513,615 shares of Class A Common Stock held
directly by the Reporting Person include shares
pledged as collateral in amounts equal to the
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following loans: (i) 4,320,434 shares of Class A
Common Stock borrowed from Richard D. Parsons, as
trustee of the Trusts f/b/o Aerin Lauder and Jane
Lauder u/a/d December 15, 1976 created by Estee
Lauder and Joseph H. Lauder, as Grantors (the
"Accumulation Trusts"); (ii) 2,315,406 shares of
Class A Common Stock borrowed from Richard D.
Parsons, as trustee of the Trusts f/b/o Aerin Lauder
and Jane Lauder u/a/d December 15, 1976 created by
Ronald S. Lauder, as Grantor (the "Distribution
Trusts"); and (iii) 1,697,493 shares of Class A
Common Stock borrowed from Leonard A. Lauder. In
addition, the 17,513,615 shares of Class A Common
Stock and the 17,831,861 shares of Class B Common
Stock held directly by the Reporting Person include
9,180,282 shares of Class A Common Stock and 5,820,000
shares of Class B Common Stock, respectively, pledged to
Morgan Guaranty Trust Company of New York ("Morgan")
as collateral for a credit facility. The Reporting
Person granted Leonard A. Lauder a proxy with respect
to 2,750,000 shares of Class A Common Stock in
connection with a loan of 5,500,000 shares of Class A
Common Stock from Leonard A. Lauder to The Estee
Lauder 1994 Trust, which proxy terminates
automatically upon repayment of the loan. As a
result, upon repayment of the 5,500,000 shares of
Class A Common Stock by The Estee Lauder 1994 Trust
to Leonard A. Lauder, the Reporting Person's
aggregate beneficial ownership of 8,163,253 shares of
Class A Common Stock held indirectly as a co-trustee
of The Estee Lauder 1994 Trust would decrease by
5,500,000 shares to 2,663,253 shares of Class A
Common Stock, but the Reporting Person's aggregate
voting power would only decrease by 2,750,000 shares
of Class A Common Stock because the 2,750,000 shares
of Class A Common Stock subject to the proxy granted
to Leonard A. Lauder would terminate.
(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 52,114,437 shares of Class A Common
Stock, which would constitute 60.4% of the number of
shares of Class A Common Stock outstanding. Assuming
repayment of the 5,500,000 shares of Class A Common
Stock by The Estee Lauder 1994 Trust to Leonard A.
Lauder, the Reporting Person would beneficially own
46,614,437 shares of Class A Common Stock, which
would constitute 54.0% 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
23,512,982 shares of Class A Common Stock and the
25,851,455 shares of Class B Common Stock for which
the Reporting Person has voting power constitute
44.8% of the aggregate voting power of the Issuer.
Assuming repayment of the 5,500,000 shares of Class A
Common Stock by The Estee Lauder 1994 Trust to
Leonard A. Lauder, the 20,762,982 shares of Class A
Common Stock and the 25,851,455 shares of Class B
Common
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Stock for which the Reporting Person would have
voting power would constitute 44.4% of the aggregate
voting power of the Issuer.
(c)(i) The Reporting Person has sole voting power with
respect to 32,598,658 shares of Class A Common Stock
as follows: (i) 14,763,615 shares of Class A Common
Stock and 17,831,861 shares of Class B Common Stock
held directly by the Reporting Person and (ii) 1,591
shares of Class A Common Stock and 1,591 shares of
Class B Common Stock held indirectly as the sole
trustee of The Descendants of Ronald S. Lauder 1966
Trust.
(ii) The Reporting Person shares voting power with respect
to 16,765,779 shares of Class A Common Stock as
follows: (i) the Reporting Person shares voting
power with Leonard A. Lauder, as a co-trustee of The
Estee Lauder 1994 Trust, with respect to 8,163,253
shares of Class A Common Stock and 6,094,926 shares
of Class B Common Stock owned by The Estee Lauder
1994 Trust; (ii) the Reporting Person shares voting
power with Leonard A. Lauder, as an individual
general partner of Lauder & Sons L.P. and as a co-
trustee of The 1995 Estee Lauder LAL Trust, which is
a general partner of Lauder & Sons L.P., with respect
to 7,692 shares of Class A Common Stock and 1,923,077
shares of Class B Common Stock owned by Lauder & Sons
L.P.; (iii) the Reporting Person shares voting power
with respect to 261,131 shares of Class A Common
Stock held indirectly as a director of The Lauder
Foundation; and (iv) the Reporting Person shares
voting power with respect to 315,700 shares of Class
A Common Stock held indirectly as Chairman of the
Board of Directors of The Ronald S. Lauder
Foundation.
(iii) The Reporting Person has sole dispositive power with
respect to 12,015,043 shares of Class A Common Stock
as follows: (i) 12,011,861 shares of Class B Common
Stock held directly by the Reporting Person and (ii)
1,591 shares of Class A Common Stock and 1,591 shares
of Class B Common Stock held indirectly as the sole
trustee of The Descendants of Ronald S. Lauder 1966
Trust.
(iv) The Reporting Person shares dispositive power with
respect to 40,099,394 shares of Class A Common Stock
as follows: (i) the Reporting Person shares
dispositive power with Richard D. Parsons, as trustee
of the Accumulation Trusts, with respect to 4,320,434
shares of Class A Common Stock pledged to the
Accumulation Trusts; (ii) the Reporting Person shares
dispositive power with Richard D. Parsons, as trustee
of the Distribution Trusts, with respect to 2,315,406
shares of Class A Common Stock pledged to the
Distribution Trusts; (iii) the Reporting Person
shares dispositive power with Leonard A. Lauder with
respect to 1,697,493 shares of Class A Common Stock
pledged to Leonard A. Lauder; (iv) the Reporting
Person shares dispositive power with Morgan with
respect to 9,180,282 shares of Class A Common Stock
and 5,820,000 shares of Class B Common Stock
pledged to Morgan as collateral for a credit
facility; (v) the Reporting Person shares dispositive
power with Leonard A. Lauder and Ira T. Wender, as
co-trustees of The Estee Lauder 1994 Trust, with
respect to 8,163,253 shares of Class A Common Stock
and 6,094,926 shares of Class B Common Stock owned by
The Estee Lauder 1994 Trust; (vi) the Reporting
Person shares dispositive power with respect to 7,692
shares of Class A Common Stock and 1,923,077 shares
of Class B Common Stock owned by Lauder & Sons
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L.P. with (a) Leonard A. Lauder, as an individual
general partner of Lauder & Sons L.P. and as a co-
trustee of The 1995 Estee Lauder LAL Trust, which is
a general partner of Lauder & Sons L.P., (b) Richard
D. Parsons and Ira T. Wender, as co-trustees of The
1995 Estee Lauder RSL Trust, which is a general
partner of Lauder & Sons L.P., and (c) Joel S.
Ehrenkranz and Ira T. Wender, as co-trustees of The
1995 Estee Lauder LAL Trust, which is a general
partner of Lauder & Sons L.P.; (vii) the Reporting
Person shares dispositive power with respect to
261,131 shares of Class A Common Stock held
indirectly as a director of The Lauder Foundation;
and (viii) the Reporting Person shares dispositive
power with respect to 315,700 shares of Class A
Common Stock held indirectly as Chairman of the Board
of Directors of The Ronald S. Lauder Foundation.
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
Richard D. Parsons, as trustee of the Accumulation Trusts, has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the 4,320,434
shares of Class A Common Stock pledged to the Accumulation
Trusts. Richard D. Parsons, as trustee of the Distribution
Trusts, has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the
2,315,406 shares of Class A Common Stock pledged to the
Distribution Trusts. Leonard A. Lauder has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the 1,697,493 shares of Class
A Common Stock pledged to Leonard A. Lauder. Morgan has the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the 9,180,282
shares of Class A Common Stock and 5,820,000 shares of
Class B Common Stock pledged to Morgan as collateral
for a credit facility. Aerin Lauder and Jane Lauder, as
beneficiaries of The Descendants of Ronald S. Lauder 1966
Trust, have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the
1,591 shares of Class A Common Stock and the 1,591 shares of
Class B Common Stock owned by The Descendants of Ronald S.
Lauder 1966 Trust. Leonard A. Lauder, as a co-trustee and
beneficiary of The Estee Lauder 1994 Trust, and Ira T. Wender,
as a co-trustee of The Estee Lauder 1994 Trust, have the right
to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of the 8,163,253 shares of
Class A Common Stock and the 6,094,926 shares of Class B Common
Stock owned by The Estee Lauder 1994 Trust. The following
persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the
7,692 shares of Class A Common Stock and the 1,923,077 shares
of Class B Common Stock owned by Lauder & Sons L.P.: (i)
Leonard A. Lauder, as an individual general partner of Lauder &
Sons L.P. and as a co-trustee and beneficiary of The 1995 Estee
Lauder LAL Trust, which is a general partner of Lauder & Sons
L.P.; (ii) Richard D. Parsons and Ira T. Wender, as co-trustees
of The 1995 Estee Lauder RSL Trust, which is a general partner
of Lauder & Sons L.P.; and (iii) Joel S. Ehrenkranz and Ira T.
Wender, as co-trustees of The 1995 Estee Lauder LAL Trust,
which is a general partner of Lauder & Sons L.P. The Lauder
Foundation, of which the Reporting Person is a director, has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the 261,131
shares of Class A Common Stock owned by The Lauder Foundation.
The Ronald S. Lauder Foundation, of which the Reporting Person
is Chairman of the Board of Directors, has the
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right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the 315,700
shares of Class A Common Stock owned by The Ronald S. Lauder
Foundation.
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.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
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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: January 29, 1997 /s/ Ronald S. Lauder
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Ronald S. Lauder
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EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders'
Agreement
NYFS11...:\90\44090\0009\2579\SCH1187S.43B
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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
Aerin Lauder
Jane Lauder
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, (b) as Trustee of the Trust f/b/o Gary
M. Lauder and William P. Lauder u/a/d December 15, 1976, created by
Leonard A. Lauder, as Grantor and (c) as Trustee of The 1995 Estee
Lauder LAL Trust
Carol S. Boulanger, as Trustee of the Trust f/b/o Gary M. Lauder and
William P. Lauder u/a/d December 15, 1976, created by Leonard A.
Lauder, as Grantor
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
NYFS11...:\90\44090\0009\2579\SCH1187S.43B
