-----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, CiwU/+e4PqnF4f9//Wsp3JNWMopNgk+JwBd76pD7CheIwNTETZ5sBDIHbos9fSI+ 0XwBSbBem7jmyDp5BF4ByQ== 0000909518-02-000414.txt : 20020516 0000909518-02-000414.hdr.sgml : 20020516 20020516171739 ACCESSION NUMBER: 0000909518-02-000414 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020516 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49298 FILM NUMBER: 02655405 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 GARY M REVOCABLE TRUST UAD 8/10/2000 CENTRAL INDEX KEY: 0001173609 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O THE ESTEE LAUDER COMPANIES INC STREET 2: 767 FIFTH AVE. CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: C/O THE ESTEE LAUDER COMPANIES INC STREET 2: 767 FIFTH AVE. CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D 1 a5-16sc13d.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) --------------------------- The Estee Lauder Companies Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share 518439 10 4 (Title of class of securities) (CUSIP number) Gary M. Lauder ICTV Inc. 14600 Winchester Boulevard Los Gatos, California 95032 (408) 364-9200 (Name, address and telephone number of person authorized to receive notices and communications) May 6, 2002 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") 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 14 pages) ================================================================================ 1
- --------------------------------------------------------------------- ------------------------------------------------ CUSIP number 518439 10 4 13D Page 2 of 14 Pages - --------------------------------------------------------------------- ------------------------------------------------ - ----------------------------------------------------------------------------------------------------------------------------------- - ------------------- --------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: The Gary M. Lauder Revocable Trust u/a/d as of August 10, 2000, Gary M. Lauder, Settlor S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ------------------- --------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [x] - ------------------- --------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------- --------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not Applicable - ------------------- --------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ------------------- --------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York - ---------------------------- ------- ---------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 1,143,154 SHARES ------- ---------------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY ------- ---------------------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 1,143,154 REPORTING ------- ---------------------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: - ------------------- --------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,143,154 - ------------------- --------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------- --------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.9% (See Item 5) - ------------------- --------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: OO - ------------------- ---------------------------------------------------------------------------------------------------------------
2 Item 1. Security and Issuer. This statement relates to the shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of The Estee Lauder Companies Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 767 Fifth Avenue, New York, New York 10153. Item 2. Identity and Background. This statement is being filed by The Gary M. Lauder Revocable Trust u/a/d August 10, 2000, Gary M. Lauder, Settlor (the "Reporting Person"), with an address at ICTV Inc., 14600 Winchester Boulevard, Los Gatos, California 95032. The Reporting Person was organized in the State of New York. During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Effective as of May 6, 2002, 1,143,454 shares of Class A Common Stock of the Issuer, that were held by the Trust f/b/o Gary M. Lauder u/a/d December 15, 1976 created by Leonard A. Lauder, as Grantor (the "Distribution Trust"), were distributed (the "Distribution") to the Reporting Person, a revocable trust. The Distribution Trust was a party to the Stockholders' Agreement (as defined in Item 6 below) among certain stockholders of the Issuer that is described in Item 6 of this statement. In compliance with the requirements of the Stockholders' Agreement in connection with the Distribution, the Reporting Person became a party to the Stockholders' Agreement as well. By virtue of becoming a party to the Stockholders' Agreement, the Reporting Person may be deemed to have become a member of a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. This statement on Schedule 13D is being filed merely as a result of the Reporting Person's having become a party to the Stockholders' Agreement. No consideration was paid by the Reporting Person for the Distribution or for becoming a party to the Stockholders' Agreement. The trustee of the Reporting Person reports separately on Schedule 13G. Item 4. Purpose of Transaction The distribution of 1,143,454 shares of Class A Common Stock that were held by the Distribution Trust to the Reporting Person was effected pursuant to the terms of the Distribution Trust, and the Reporting Person became a party to the Stockholders' Agreement for the purpose of allowing the Distribution Trust to effect the Distribution in compliance with the Stockholders' Agreement, to which it is a party. 3 Except for sales, gifts and other transfers of the shares of Class A Common Stock owned by it, the Reporting Person has no present plans or intentions which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of Issuer (a) As of May 6, 2002, the Reporting Person beneficially owned 1,143,454 shares of Class A Common Stock. (b) Gary M. Lauder, as the sole trustee of the Reporting Person, has sole voting and dispositive power with respect to the 1,143,454 shares of Class A Common Stock owned by the Reporting Person. (c) The Reporting Person has not had any other transactions in the Class A Common Stock that were effected during the past sixty days. (d) Gary M. Lauder, as the sole trustee and beneficiary of the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,143,454 shares of Class A Common Stock owned by the Reporting Person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Effective as of May 6, 2002, the Reporting Person, in connection with the Distribution, became a party to a stockholders' agreement (the "Stockholders' Agreement"), dated November 22, 1995, as amended, among the parties listed on Exhibit G 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. The Reporting Person is not party to any other contract, arrangement, understanding or relationship (legal or otherwise) with respect to the securities of the Issuer. 4 Item 7. Material to be Filed as Exhibits Exhibit A Form of Stockholders' Agreement (filed as Exhibit 10.1 to the Issuer's Registration Statement on Form S-1 (no. 33-97180) on November 13, 1995).* Exhibit B Amendment No. 1 to Stockholders' Agreement (filed as Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996).* Exhibit C Amendment No. 2 to Stockholders' Agreement (filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 1996).* Exhibit D Amendment No. 3 to Stockholders' Agreement (filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997).* Exhibit E Amendment No. 4 to Stockholders' Agreement (filed as Exhibit 10.1d to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000).* Exhibit F Amendment No. 5 to Stockholders' Agreement. Exhibit G List of parties to Stockholders' Agreement. * Incorporated by reference 5 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. Dated: May 16, 2002 The Gary M. Lauder Revocable Trust u/a/d August 10, 2000, Gary M. Lauder, Settlor By: /s/ Gary M. Lauder --------------------------------------- Gary M. Lauder, Trustee 6 EXHIBIT INDEX Exhibit A Form of Stockholders' Agreement (filed as Exhibit 10.1 to the Issuer's Registration Statement on Form S-1 (no. 33-97180) on November 13, 1995).* Exhibit B Amendment No. 1 to Stockholders' Agreement (filed as Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996).* Exhibit C Amendment No. 2 to Stockholders' Agreement (filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 1996).* Exhibit D Amendment No. 3 to Stockholders' Agreement (filed as Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997).* Exhibit E Amendment No. 4 to Stockholders' Agreement (filed as Exhibit 10.1d to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000).* Exhibit F Amendment No. 5 to Stockholders' Agreement. Exhibit G List of parties to Stockholders' Agreement. * Incorporated by reference 7 EX-99 3 a5-16exf.txt EXHIBIT F EXHIBIT F --------- AMENDMENT NO. 5 TO STOCKHOLDERS' AGREEMENT AMENDMENT NO. 5 (this "Amendment"), effective as of April 5, 2002, to that certain STOCKHOLDERS' AGREEMENT (the "Stockholders' Agreement"), dated November 22, 1995, as amended by that Amendment No. 1, effective September 11, 1996, and as amended by that Amendment No. 2, effective as of December 10, 1996, and as amended by that Amendment No. 3, effective as of February 4, 1997, and as amended by that Amendment No. 4, effective as of June 30, 2000, by and among Leonard A. Lauder, Ronald S. Lauder, William P. Lauder, Gary M. Lauder, LAL Family Partners L.P., Lauder & Sons L.P., the Ronald S. Lauder Foundation, Gary M. Lauder as Custodian under the New York Uniform Transfers to Minors Act f/b/o Rachel Lauder, Gary M. Lauder as Custodian under the New York Uniform Transfers to Minors Act f/b/o Danielle Lauder and the trustees of the various trusts set forth on the signature pages hereof (hereinafter collectively referred to as the "Stockholders"), and THE ESTEE LAUDER COMPANIES INC., a corporation organized under the laws of the State of Delaware (the "Corporation"). Capitalized terms defined in the Stockholders' Agreement and not otherwise defined herein being used herein as therein defined. W I T N E S S E T H : WHEREAS, the Stockholders and the Corporation desire to amend the Stockholders' Agreement to delete certain Stockholders as parties thereto. NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows: Article 1. Amendment. The Stockholders' Agreement is hereby amended to delete The Estee Lauder 1994 Trust and the trustees thereof, solely in their capacities as trustees of such trust, as parties to the Stockholders' Agreement. Article 2. Miscellaneous. (a) Upon the effectiveness of this Amendment, each reference in the Stockholders' Agreement to "this agreement," "hereunder," "hereof," "herein," or words of like import, shall mean and be a reference to the Stockholders' Agreement as amended hereby. (b) This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the provisions, policies or principles thereof respecting conflict or choice of laws. (c) This Amendment shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and to the Stockholders and their respective heirs, personal representatives, successors and assigns. 8 (d) This Amendment may not be changed orally, but only by an agreement in writing as signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. (e) With respect to obligations of trustees who are parties hereto in their capacity as trustees of one or more trusts, this Amendment shall be binding upon such trustees only in their capacities as trustees, not individually and not with respect to any Shares, other than Shares held by them in their capacity as trustees of such trusts. (f) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto. [The remainder of this page intentionally left blank.] 9 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first above written. THE ESTEE LAUDER COMPANIES INC. By: /s/ Leonard A. Lauder ----------------------------------------- Name: Leonard A. Lauder Title: Chairman of the Board /s/ Leonard A. Lauder ---------------------------------------------- Leonard A. Lauder, (a) individually, (b) as President of LAL Family Corporation, the sole general partner of LAL Family Partners L.P., (c) as Trustee of The Estee Lauder 1994 Trust, (d) as a Class B General Partner of Lauder & Sons L.P., (e) as Trustee of The 1995 Estee Lauder LAL Trust (a Class B General Partner of Lauder & Sons L.P.) and (f) as Trustee of The Estee Lauder 2002 Trust /s/ Ronald S. Lauder ---------------------------------------------- Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of RSL 1966 Trust, (c) as Trustee of The Estee Lauder 1994 Trust, (d) as a Class B General Partner of Lauder & Sons L.P., (e) as Trustee of The 1995 Estee Lauder RSL Trust (a Class B General Partner of Lauder & Sons L.P.), (f) as Chairman of the Ronald S. Lauder Foundation and (g) as Trustee of The Estee Lauder 2002 Trust 10 /s/ William P. Lauder ---------------------------------------------- William P. Lauder, (a) individually and (b) as Trustee of the 1992 Leonard A. Lauder Grantor Retained Annuity Trust /s/ Gary M. Lauder ---------------------------------------------- Gary M. Lauder, (a) individually, (b) as Trustee of the 1992 Leonard A. Lauder Grantor Retained Annuity Trust, (c) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder and (d) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Rachel Lauder /s/ Joel S. Ehrenkranz ---------------------------------------------- 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 (a Class B General Partner of Lauder & Sons L.P.) /s/ Richard D. Parsons ---------------------------------------------- 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, (c) as Trustee of The 1995 Estee Lauder RSL Trust (a Class B General Partner of Lauder & Sons L.P.) and (d) as Trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor 11 /s/ Daniel J. Aaron ---------------------------------------------- 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 /s/ Ira T. Wender ---------------------------------------------- Ira T. Wender, (a) as Trustee of The Estee Lauder 1994 Trust, (b) as Trustee of The 1995 Estee Lauder LAL Trust (a Class B General Partner of Lauder & Sons L.P.), (c) as Trustee of The 1995 Estee Lauder RSL Trust (a Class B General Partner of Lauder & Sons L.P.) and (d) as Trustee of The Estee Lauder 2002 Trust 12 EX-99 4 a5-16ex_g.txt EXHIBIT G EXHIBIT G --------- List of Parties to the Stockholders' Agreement - ---------------------------------------------- Leonard A. Lauder, (a) individually, (b) as Trustee of The Estee Lauder 2002 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 2002 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, (b) as Trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust, (c) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder, (d) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Rachel Lauder and (e) as Trustee of the The Gary M. Lauder Revocable 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, (c) as Trustee of The 1995 Estee Lauder RSL Trust and (d) as Trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor Ira T. Wender, (a) as Trustee of The Estee Lauder 2002 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 13 -----END PRIVACY-ENHANCED MESSAGE-----