================================================================================
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.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
CLASS A COMMON STOCK, 518439 10 4
PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
(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 10 Pages
Exhibit Index Appears on Page 9
================================================================================
NYFS11...:\90\44090\0009\2579\SCH1088T.59C
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------ -----------------------------------------
CUSIP No. 518439 10 4 13G Page 2 of 10
- ------------------------------------------------------ -----------------------------------------
- -------------------------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSONS: RONALD S. LAUDER
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY):
- -------------------------------------------------------------------------------------------------------
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: 25,516,769
SHARES
--------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 13,115,774
OWNED BY
--------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 156,445
REPORTING
--------------------------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER: 38,476,098
- -------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 38,632,543 ** SEE ITEM 4
EACH REPORTING PERSON:
- -------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* N/A
[-]
- -------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 43.9%
** 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 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) At December 31, 1998, the Reporting Person beneficially
owned 38,632,543 shares of Class A Common Stock as follows:
(i) 6,694,172 shares of Class A Common Stock and 18,769,415
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) 4,640,548 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) 239,731 shares of Class A Common Stock held
indirectly as a director of The Lauder Foundation; (vi)
75,700 shares of Class A Common Stock held indirectly as
Chairman of the Board of Directors of The Ronald S. Lauder
Foundation; (vii) 134,100 shares of Class A Common Stock
held indirectly as a director of The Jewish Renaissance
Foundation; and (viii) 50,000 shares of Class A Common Stock
subject to exercisable employee stock options held by the
Reporting Person. The Reporting Person disclaims beneficial
ownership of (i) 239,731 shares of Class A Common Stock held
indirectly as a director of The Lauder Foundation; (ii)
75,700 shares of Class A Common Stock held indirectly as
Chairman of the Board of Directors of The Ronald S. Lauder
Foundation; (iii) 134,100 shares of Class A Common Stock
held indirectly as a director of The Jewish Renaissance
Foundation; and (iv) 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.
Page 3 of 10 Pages
<PAGE>
The Reporting Person has a short position of 6,590,909
shares of Class A Common Stock. The 6,694,172 shares of
Class A Common Stock held directly by the Reporting Person
include shares pledged as collateral in amounts equal to the
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) 572,982 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. The 18,769,415 shares of Class B Common Stock held
directly by the Reporting Person include (i) 17,831,861
shares of Class B Common Stock pledged to Morgan Guaranty
Trust Company of New York ("Morgan") as collateral for a
credit facility and (ii) 937,554 shares of Class B Common
Stock pledged to Richard D. Parsons as trustee of the
Accumulation Trusts to secure the Reporting Person's
obligations in connection with the Calls and Puts described
in the immediately following sentence. The Reporting Person
and the Accumulation Trusts have entered into arrangements
(the "Calls and Puts") pursuant to which the Reporting
Person can acquire up to 937,554 shares of Class A Common
Stock from the Accumulation Trusts in exchange for 937,554
shares of Class B Common Stock and the Accumulation Trusts
can acquire 937,554 shares of Class B Common Stock from the
Reporting Person in exchange for 937,554 shares of Class A
Common Stock. If exercised in full, such options would have
no effect on the total number of shares beneficially owned
by the Reporting Person. However, the shares of Class A
Common Stock held directly would be 7,631,726 and the number
of shares of Class B Common Stock would be 17,831,861.
In June 1998, The Estee Lauder 1994 Trust entered into a
forward purchase agreement (the "Contract") with the Estee
Lauder Automatic Common Exchange Security Trust, a trust not
affiliated with the Reporting Person, The Estee Lauder 1994
Trust or the Issuer (the "TRACES Trust"), relating to the
disposition by The Estee Lauder 1994 Trust to the TRACES
Trust of not fewer than 1,335,805 nor more than 1,603,030
shares of Class A Common Stock held by The Estee Lauder 1994
Trust on June 5, 2001 (the "Exchange Date"). The precise
number of shares to be delivered by The Estee Lauder 1994
Trust to the TRACES Trust will be determined in accordance
with the Contract as of the Exchange Date. Until such
delivery, all 1,603,030 shares of Class A Common Stock
continue to be included in the total for The Estee Lauder
1994 Trust.
(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 38,632,543 shares of Class A Common Stock,
which would constitute 43.9% of the number of shares of
Class A Common Stock outstanding. This does not take into
account the exercise of any of the Calls and Puts.
Page 4 of 10 Pages
<PAGE>
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 11,843,534 shares of Class A Common Stock and the
26,789,009 shares of Class B Common Stock for which the
Reporting Person has voting power constitute 44.4% of the
aggregate voting power of the Issuer. This does not take
into account the exercise of any of the Calls and Puts.
(c) The share amounts in Item 4(c), do not account for the
exercise of any of the Calls and Puts.
(i) The Reporting Person has sole voting power with respect to
25,516,769 shares of Class A Common Stock as follows: (i)
6,694,172 shares of Class A Common Stock and 18,769,415
shares of 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, and (iii) 50,000 shares of Class A Common Stock
subject to exercisable employee stock options held by the
Reporting Person.
(ii) The Reporting Person shares voting power with respect to
13,115,774 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 4,640,548 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 239,731 shares of Class
A Common Stock held indirectly as a director of The Lauder
Foundation; (iv) the Reporting Person shares voting power
with respect to 75,700 shares of Class A Common Stock held
indirectly as Chairman of the Board of Directors of The
Ronald S. Lauder Foundation; and (v) the Reporting Person
shares voting power with respect to 134,100 shares of Class
A Common Stock held indirectly as a director of The Jewish
Renaissance Foundation.
(iii) The Reporting Person has sole dispositive power with respect
to 156,445 shares of Class A Common Stock as follows: (a)
103,263 shares of Class A Common Stock held directly by the
Reporting Person, (b) 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, and (c) 50,000 shares of Class A Common Stock subject
to exercisable employee stock options.
(iv) The Reporting Person shares dispositive power with respect
to 38,476,098 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
Page 5 of 10 Pages
<PAGE>
respect to 4,320,434 shares of Class A Common Stock and
937,554 shares of Class B 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 572,982 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
17,831,861 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 4,640,548 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 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
239,731 shares of Class A Common Stock held indirectly as a
director of The Lauder Foundation; (viii) the Reporting
Person shares dispositive power with respect to 75,700
shares of Class A Common Stock held indirectly as Chairman
of the Board of Directors of The Ronald S. Lauder
Foundation; and (ix) the Reporting Person shares dispositive
power with respect to 134,100 shares of Class A Common Stock
held indirectly as a director of The Jewish Renaissance
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
572,982 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
17,831,861 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.
Page 6 of 10 Pages
<PAGE>
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 4,640,548 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 239,731 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 right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the 75,700 shares of Class A Common Stock
owned by The Ronald S. Lauder Foundation. The Jewish Renaissance
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 134,100 shares of Class A Common Stock
owned by The Jewish Renaissance 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.
Page 7 of 10 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, 1999
/s/ Ronald S. Lauder
------------------------------
Ronald S. Lauder
Page 8 of 10 Pages
<PAGE>
EXHIBIT INDEX
-------------
Exhibit A -- List of Parties to the Stockholders' Agreement
Page 9 of 10 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 10 of 10 Pages
