-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EEyebxWR3RFhmUkOiNeNjhaEBWW+tvGuTkgqoYuk9416MJu+MDm7CK+I6Ag18zW4 fEm84dBFB/zIPwwqKCCYqQ== 0000909518-98-000102.txt : 19980211 0000909518-98-000102.hdr.sgml : 19980211 ACCESSION NUMBER: 0000909518-98-000102 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980210 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESTEE LAUDER COMPANIES INC CENTRAL INDEX KEY: 0001001250 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 112408943 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48157 FILM NUMBER: 98529635 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAUDER AERIN CENTRAL INDEX KEY: 0001008090 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125726975 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* 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) *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 8 Pages Exhibit Index Appears on Page 7 ================================================================================ NYFS11...:\90\44090\0009\2579\SCH1088W.04C - -------------------------------------- ---------------------------------- CUSIP No. 518439 10 4 13G Page 2 of 8 - -------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: AERIN LAUDER ZINTERHOFER (ALSO KNOWN AS AERIN LAUDER) 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: -- ** SEE ITEM 4 SHARES -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 418,231 ** SEE ITEM 4 OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: -- ** SEE ITEM 4 REPORTING -------------------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER: 418,231 ** SEE ITEM 4 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 418,231 ** 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): 0.7% ** SEE ITEM 4 - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 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 Aerin Lauder Zinterhofer (also known as Aerin 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, 1997, the Reporting Person was the beneficial owner of 418,231 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation for which she disclaims beneficial ownership. Assuming requisite conditions are met and the shares of stock remain in trust, the Reporting Person will receive as distributions 6,137,833 shares of Class A Common Stock in the future as follows: (i) pursuant to the terms of the Trust f/b/o Aerin Lauder u/a/d December 15, 1976 created by Estee Lauder and Joseph H. Lauder, as Grantors (the "Accumulation Trust"), the Reporting Person, as beneficiary of the Accumulation Trust, will receive the 2,160,217 shares of Class A Common Stock and the 1,676,460 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the "Class B Common Stock") owned by the Accumulation Trust and (ii) pursuant to the terms of the Trust f/b/o Aerin Lauder u/a/d December 15, 1976 created by Ronald S. Lauder, as Grantor (the "Distribution Trust"), the Reporting Person, as beneficiary of the Distribution Trust, will receive the 1,157,703 shares of the Class A Common Stock and the 1,143,453 shares of the Class B Common Stock owned by the Distribution Trust. The 2,160,217 shares of Class A Common Stock owned by the Accumulation Trust and the 1,157,703 shares of Class A Common Stock owned by the Distribution Trust are presently loaned to Ronald S. Lauder pursuant to a demand loan. The Accumulation Trust and Ronald S. Lauder have entered into arrangements (the "Calls and Puts") pursuant to which the Accumulation Trust can acquire additional shares of Class B Common Stock from Mr. Lauder in exchange for a like number of shares of Class A Common Stock and Mr. Lauder can acquire additional shares of Class A Common Stock from the Accumulation Trust in exchange for a like number of shares of Class B Common Page 3 of 8 Pages Stock. The Accumulation Trust's option to acquire the shares of Class B Common Stock is secured by the pledge by Ronald S. Lauder of a like number of shares of Class B Common Stock; in the event of a default by Ronald S. Lauder under the Calls and Puts, the Accumulation Trust would have the right to assume absolute ownership of the pledged shares. If the Calls and Puts were exercised in full, or if the Accumulation Trust acquired the right to assume absolute ownership of the pledged shares, there would be no effect on the total number of shares of Class A Common Stock that may be distributed to the Reporting Person, but the number of shares of Class A Common Stock from the Accumulation Trust would be 1,691,440 and the number of shares of Class B Common Stock would be 2,145,237. (b) The 418,231 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation constitute 0.7% of the number of shares of Class A Common Stock outstanding. 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 to be beneficially owned by the Reporting Person, the Reporting Person will beneficially own 6,556,064 shares of Class A Common Stock which will constitute 10.2% 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. 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 3,736,151 shares of Class A Common Stock and the 2,819,913 shares of Class B Common Stock to be owned by the Reporting Person upon the complete distribution by the Accumulation Trust and the Distribution Trust in the future, will constitute 5.1% 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 Reporting Person shares voting and dispositive power with respect to the 418,231 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation. The Reporting Person presently has no voting or dispositive power with respect to the 3,317,920 shares of Class A Common Stock and the 2,819,913 shares of Class B Common Stock beneficially owned by the Accumulation Trust and the Distribution Trust that may be received by the Reporting Person in the future. This does not take into account the exercise of any of the Calls and Puts. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS The Reporting Person originally filed a Statement on Schedule 13G because she was a party to that certain Stockholders' Agreement (the "Stockholders' Agreement"), dated November 22, 1995, as Page 4 of 8 Pages amended, among the parties listed on Exhibit A attached hereto. The parties to the Stockholders' Agreement beneficially own in the aggregate more than 5% of the outstanding Class A Common Stock of the Issuer. Effective as of February 4, 1997, the Stockholders' Agreement was amended to delete the Reporting Person as a party thereto. Individually, the Reporting Person beneficially owns less than 5% of the outstanding Class A Common Stock of the Issuer. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON 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 418,231 shares of Class A Common Stock owned by the Reporting Person. Richard D. Parsons, as the sole trustee of the Accumulation Trust and the Distribution Trust, and the Reporting Person, as a beneficiary of the Accumulation Trust and the Distribution Trust, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 3,317,920 shares of Class A Common Stock and the 2,819,913 shares of Class B Common Stock to be received by the Reporting Person in the future. This does not take into account the exercise of any of the Calls and Puts. 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 Effective as of February 4, 1997, the Stockholders' Agreement was amended to delete the Reporting Person as a party thereto. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. ITEM 10. CERTIFICATION Not Applicable. Page 5 of 8 Pages 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 6, 1998 /s/ Aerin Lauder Zinterhofer ---------------------------- Aerin Lauder Zinterhofer Page 6 of 8 Pages EXHIBIT INDEX Exhibit A -- List of Parties to the Stockholders' Agreement Page 7 of 8 Pages EX-99 2 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, (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 Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----