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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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(AMENDMENT NO. 4)*
THE ESTEE LAUDER COMPANIES INC.
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(NAME OF ISSUER)
CLASS A COMMON STOCK,
PAR VALUE $.01 PER SHARE 518439 10 4
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 1999
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(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 11 Pages
Exhibit Index Appears on Page 10
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NY2:\402683\02\44090.0009
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<TABLE>
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<S> <C> <C> <C> <C> <C>
CUSIP No. 518439 10 4 13G Page 2 of 11
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1 NAME OF REPORTING PERSON Ronald S. Lauder
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
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NUMBER OF 5 SOLE VOTING POWER: 37,207,040
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 24,155,413
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 289,698
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER: 61,072,755
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
61,362,453**SEE ITEM 4
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: N/A
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 36.2%
**SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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</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, 1999, the Reporting Person beneficially
owned 61,362,453 shares of Class A Common Stock as
follows: (i) 7,394,986 shares of Class A Common Stock and
29,522,356 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) 3,182 shares of
Class A Common Stock and 3,182 shares of Class B Common
Stock held indirectly as the sole trustee of The
Descendants of Ronald S. Lauder 1966 Trust; (iii)
7,370,561 shares of Class A Common Stock and 12,189,852
shares of Class B Common Stock held indirectly as a
co-trustee of The Estee Lauder 1994 Trust; (iv) 15,384
shares of Class A Common Stock and 3,846,154 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) 313,862 shares of Class A Common
Stock held indirectly as a director of The Lauder
Foundation; (vi) 151,400 shares of Class A Common Stock
held indirectly as Chairman of the Board of Directors of
The Ronald S. Lauder Foundation; (vii) 268,200 shares of
Class A Common Stock held indirectly as a director of The
Jewish Renaissance Foundation; and (viii) 283,334 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) 313,862
shares of Class A Common Stock held indirectly as a
director of The Lauder Foundation; (ii) 151,400 shares of
Class A Common Stock held indirectly as Chairman of the
Board of Directors of The Ronald S. Lauder Foundation;
(iii) 268,200 shares of Class A Common Stock held
Page 3 of 11 Pages
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indirectly as a director of The Jewish Renaissance
Foundation; and (iv) 3,182 shares of Class A Common Stock
and the 3,182 shares of Class B Common Stock held
indirectly as the sole trustee of The Descendants of
Ronald S. Lauder 1966 Trust. On June 2, 1999, the Class A
Common Stock and Class B Common Stock of the Issuer split
2-for-1.
The Reporting Person has a short position of 7,394,986
shares of Class A Common Stock. The 7,394,986 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) 4,000,000 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"); and (ii)
3,394,986 shares of Class A Common Stock borrowed from
Leonard A. Lauder. All shares of Class B Common Stock held
directly by the Reporting Person are pledged to Morgan
Guaranty Trust Company of New York ("Morgan") as
collateral for a credit facility.
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 2,671,610 nor more than
3,206,060 shares of Class A Common Stock held by The Estee
Lauder 1994 Trust on June 5, 2001 (subject to extension
and subsequent acceleration) (the "Exchange Date").
Subject to the right of The Estee Lauder 1994 Trust
described in the next sentence, 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. The Estee Lauder 1994
Trust has the right to elect to pay cash upon settlement
of the Contract in lieu of delivering shares. Until there
is delivery of the shares to the TRACES Trust (or any
other disposition thereof), all 3,206,060 shares of Class
A Common Stock continue to be included in the total for
The Estee Lauder 1994 Trust.
In February 1999, The Estee Lauder 1994 Trust entered into
a forward purchase agreement (the "TRACES II Contract")
with the Estee Lauder Automatic Common Exchange Security
Trust II, a trust not affiliated with the Reporting
Person, The Estee Lauder 1994 Trust or the Issuer (the
"TRACES II Trust"), relating to the disposition by The
Estee Lauder 1994 Trust to the TRACES II Trust of not
fewer than 3,380,201 nor more than 3,988,438 shares of
Class A Common Stock held by The Estee Lauder 1994 Trust
on February 23, 2002 (subject to extension and subsequent
acceleration) (the "Exchange Date"). Subject to the right
of The Estee Lauder 1994 Trust described in the next
sentence, the precise number of shares to be delivered by
The Estee Lauder 1994 Trust will be determined in
accordance with the TRACES II Contract as of the Exchange
Date.
Page 4 of 11 Pages
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The Estee Lauder 1994 Trust has the right to elect to pay
cash upon settlement of the TRACES II Contract in lieu of
delivering shares. Until there is delivery of the shares
to the TRACES II Trust, all 3,988,438 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 61,362,453 shares of Class A Common
Stock, which would constitute 36.2% 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 15,800,909 shares of Class A
Common Stock and the 45,561,544 shares of Class B Common
Stock for which the Reporting Person has voting power
constitute 37.4% of the aggregate voting power of the
Issuer.
(c) (i) The Reporting Person has sole voting power with
respect to 37,207,040 shares of Class A Common Stock as
follows: (i) 7,394,986 shares of Class A Common Stock and
29,522,356 shares of Class B Common Stock held directly by
the Reporting Person, (ii) 3,182 shares of Class A Common
Stock and 3,182 shares of Class B Common Stock held
indirectly as the sole trustee of The Descendants of
Ronald S. Lauder 1966 Trust, and (iii) 283,334 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
24,155,413 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 7,370,561 shares of Class A Common Stock
and 12,189,852 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 15,384
shares of Class A Common Stock and 3,846,154 shares of
Class B Common Stock owned by Lauder & Sons L.P.; (iii)
the Reporting Person shares voting power with respect to
313,862 shares of Class A Common Stock held indirectly as
a director of The Lauder Foundation; (iv) the Reporting
Person shares voting power with
Page 5 of 11 Pages
<PAGE>
respect to 151,400 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 268,200 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 289,698 shares of Class A Common Stock as
follows: (a) 3,182 shares of Class A Common Stock and
3,182 shares of Class B Common Stock held indirectly as
the sole trustee of The Descendants of Ronald S. Lauder
1966 Trust, and (b) 283,334 shares of Class A Common Stock
subject to exercisable employee stock options.
(iv) The Reporting Person shares dispositive power with respect
to 61,072,755 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 4,000,000 shares of Class A Common Stock
pledged to the Accumulation Trusts; (ii) the Reporting
Person shares dispositive power with Leonard A. Lauder
with respect to 3,394,986 shares of Class A Common Stock
pledged to Leonard A. Lauder; (iii) the Reporting Person
shares dispositive power with Morgan with respect to
29,522,356 shares of Class B Common Stock pledged to
Morgan as collateral for a credit facility; (iv) 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 7,370,561 shares of
Class A Common Stock and 12,189,852 shares of Class B
Common Stock owned by The Estee Lauder 1994 Trust; (v) the
Reporting Person shares dispositive power with respect to
15,384 shares of Class A Common Stock and 3,846,154 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.; (vi) the Reporting Person shares
dispositive power with respect to 313,862 shares of Class
A Common Stock held indirectly as a director of The Lauder
Foundation; (vii) the Reporting Person shares dispositive
power with respect to 151,400 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
268,200 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.
Page 6 of 11 Pages
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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 4,000,000 shares of Class
A Common Stock pledged to the Accumulation 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 3,394,986 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 29,522,356 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 3,182 shares of Class A Common Stock and the 3,182 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 7,370,561 shares of Class A Common Stock and the 12,189,852
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 15,384 shares of Class A Common Stock and the 3,846,154 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 313,862
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 151,400 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 268,200 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
Page 7 of 11 Pages
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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 8 of 11 Pages
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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: February 11, 2000 /s/ Ronald S. Lauder
-----------------------------
Ronald S. Lauder
Page 9 of 11 Pages
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EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 10 of 11 Pages
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
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 11 of 11 Pages
