-----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, Akxggwj1CkCiG2bZ6MeX324Zw8LHN7FXi/2bxg8VYA2oYza312nGEj+uM+7YacH/ /5xU+nu4f8Xs/3k2E6tAsA== 0000950123-01-504032.txt : 20010702 0000950123-01-504032.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950123-01-504032 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010629 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: SEC FILE NUMBER: 005-48157 FILM NUMBER: 1672777 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: ZINTERHOFER AERIN LAUDER TRUST U/A/D 4/24/00 CENTRAL INDEX KEY: 0001142219 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 137234030 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O RICHARD D PARSONS TRUSTEE STREET 2: 75 ROCKEFELLER PLAZA 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848100 MAIL ADDRESS: STREET 1: C/O RICHARD D PARSONS TRUSTEE STREET 2: 75 ROCKEFELLER PLAZA 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 y49871sc13d.txt SCHEDULE 13D 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. ____) 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) CHRISTOPHER C. ANGELL, ESQ. PATTERSON, BELKNAP, WEBB & TYLER LLP 1133 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036-6710 (212) 336-2000 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) June 29, 2001 - -------------------------------------------------------------------------------- (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(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. (Continued on following page(s)) (Page 1 of 16 Pages) ================================================================================ 2 - ------------------------------------------- -------------------------- CUSIP No. 518439 10 4 13D Page 2 of 16 - ------------------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer as Grantor S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-7234030 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - -------------------------------------------------------------------------------- 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: 5,152,545 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: -- OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 5,152,545 REPORTING ----------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: -- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,152,545 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES N/A CERTAIN SHARES:* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.0% ** SEE ITEM 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- 2 3 ITEM 1. SECURITY AND ISSUER The title of the class of equity security to which this statement on Schedule 13D relates is the Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of The Estee Lauder Companies Inc. (the "Issuer"). The address of the Issuer's principal executive office is 767 Fifth Avenue, New York, New York 10153. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer as Grantor (the "Reporting Person"), with a business address of c/o Richard D. Parsons, 75 Rockefeller Plaza, New York, New York 10019 (referred to herein as the "Reporting Person"). 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 June 29, 2001, 5,152,545 shares of Class B Common Stock, par value $.01 per share, of the Issuer, that were held by 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") and the Trust f/b/o Aerin Lauder u/a/d December 15, 1976 created by Ronald S. Lauder, as Grantor (the "Distribution Trust" and, together with the Accumulation Trust, the "Irrevocable Trusts"), each of which is an irrevocable trust, were distributed (the "Distribution") to the Reporting Person, a revocable trust. The Irrevocable Trusts were, and continue to be, parties 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 Irrevocable Trusts and the trustee of the Reporting Person and the Irrevocable Trusts report separately on Schedule 13G. 3 4 ITEM 4. PURPOSE OF TRANSACTION The distribution of 5,152,545 shares of Class B Common Stock, par value $.01 per share, of the Issuer that were held by the Irrevocable Trusts to the Reporting Person was effected pursuant to the terms of the Irrevocable Trusts, and the Reporting Person became a party to the Stockholders' Agreement for the purpose of allowing the Irrevocable Trusts to effect the Distribution in compliance with the Stockholders' Agreement, to which they are parties. 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 June 29, 2001, the Reporting Person beneficially owned 5,152,545 shares of Class A Common Stock via its holding of the same number of shares of Class B Common Stock. 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 5,152,545 shares of Class A Common Stock, which would constitute 4.0% of the number of shares of Class A Common Stock outstanding (based on the number of shares of Class A Common Stock outstanding as of April 20, 2001.) 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 5,152,545 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 4.1% of the aggregate voting power of the Issuer. (b) Richard D. Parsons, as the sole trustee of the Reporting Person, has sole voting and dispositive power with respect to the 5,152,545 shares of Class B 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) Richard D. Parsons, as the sole trustee 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 5,152,545 shares of Class B Common Stock owned by the Reporting Person. Aerin Lauder Zinterhofer, as the beneficiary of the Reporting Person, has the right to receive such amounts of income and principal from the Reporting Person as she shall request or as the trustee of the Reporting Person shall deem advisable. 4 5 (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Effective as of June 29, 2001, 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 F 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 also became a party to a Registration Rights Agreement (the "Registration Rights Agreement"), dated November 22, 1995, as amended, among the parties listed on Exhibit K attached hereto. The Reporting Person became a party to the Registration Rights Agreement as of the effective date of the Third Amendment to the Registration Rights Agreement (a form of which is attached hereto as Exhibit J). Pursuant to the Registration Rights Agreement, the Reporting Person has an unlimited number of piggyback registration rights in respect of the shares of Class A Common Stock owned by the Reporting Person. These piggyback registration rights allow the Reporting Person to include the shares of Class A Common Stock owned by it in any registration statement filed by the Issuer, subject to certain limitations. 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. 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 (the S-1)).* 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 5 6 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 (the "FY 1997 Q3 10-Q)).* 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 List of parties to Stockholders' Agreement. Exhibit G Form of Registration Rights Agreement (filed as Exhibit 10.2 to the S-1).* Exhibit H First Amendment to Registration Rights Agreement (filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996).* Exhibit I Second Amendment to Registration Rights Agreement (filed as Exhibit 10.1 to the FY 1997 Q3 10-Q).* Exhibit J Form of Third Amendment to Registration Rights Agreement. Exhibit K List of parties to Registration Rights Agreement. * Incorporated by reference 6 7 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. Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer as Grantor Dated: June 29, 2001 By: /s/ Richard D. Parsons ------------------------------------ Richard D. Parsons, trustee 7 8 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 (the S-1)).* 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 (the "FY 1997 Q3 10-Q)).* 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 List of parties to Stockholders' Agreement. Exhibit G Form of Registration Rights Agreement (filed as Exhibit 10.2 to the S-1).* Exhibit H First Amendment to Registration Rights Agreement (filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996).* Exhibit I Second Amendment to Registration Rights Agreement (filed as Exhibit 10.1 to the FY 1997 Q3 10-Q).* Exhibit J Form of Third Amendment to Registration Rights Agreement. Exhibit K List of parties to Registration Rights Agreement. * Incorporated by reference 8 EX-99.F 2 y49871ex99-f.txt LIST OF PARTIES TO STOCKHOLDERS AGREEMENT 1 EXHIBIT F --------- 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, (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 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 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 9 EX-99.J 3 y49871ex99-j.txt FORM OF 3RD AMENDMENT TO REGISTRATION RIGHTS AGR. 1 EXHIBIT J --------- Form of Third Amendment to the Registration Rights Agreement ----------------------------------------------------- AMENDMENT NO. 3 dated as of June 29, 2001 to the Registration Rights Agreement dated November 22, 1995, as amended by the First Amendment to Registration Rights Agreement dated as of May 17, 1996, and by the Second Amendment to Registration Rights Agreement dated as of February 7, 1997 (as so amended, the "Registration Rights Agreement"), by and between The Estee Lauder Companies Inc. (the "Company"), Leonard A. Lauder ("LAL"), Ronald S. Lauder ("RSL"), William P. Lauder, Gary M. Lauder, Aerin Lauder Zinterhofer, Jane Lauder, LAL Family Partners L.P., Lauder & Sons L.P., LAL, RSL and Ira T. Wender, as trustees (the "EL Trustees"), u/a/d as of June 2, 1994, as amended, between Estee Lauder ("EL"), as settlor, and the EL Trustees, and known as "The Estee Lauder 1994 Trust Agreement", LAL and Joel S. Ehrenkranz, as trustees (the "LAL Trustees"), u/a/d as of November 16, 1995, between EL, as settlor, and the LAL Trustees, and known as "The LAL 1995 Preferred Stock Trust", the trustees of the various other trusts set forth on the signature pages thereof and Morgan Guaranty Trust Company of New York in its capacity as pledgee of RSL. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Registration Rights Agreement. W I T N E S S E T H - - - - - - - - - - WHEREAS, Aerin Lauder Zinterhofer and Richard D. Parsons, as Trustee of (a) 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"), and (b) the Trust f/b/o Aerin Lauder u/a/d December 15, 1976 created by Ronald S. Lauder, as Grantor (the "Distribution Trust" and, together with the Accumulation Trust, the "Trusts") are parties to the Registration Rights Agreement; WHEREAS, the Trusts are distributing shares of Registrable Class A Common Stock (in the form of 5,152,545 shares of Class B Common Stock of the Company) to the Trust f/b/o Aerin Lauder Zinterhofer u/a/d April 24, 2000 created by Aerin Lauder Zinterhofer, as Grantor (the "ALZ Trust"), instead of distributing them to Aerin Lauder Zinterhofer; and WHEREAS, in order to clarify any ambiguity in respect of shares of Registrable Class A Common Stock to be held by the ALZ Trust, the parties hereto desire to amend the Registration Rights Agreement as provided herein. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: 1. Amendment. Schedule A to the Registration Rights Agreement is hereby amended by adding thereto as a Holder the ALZ Trust. The ALZ Trust shall be bound by all of the terms of the Registration Rights Agreement, as amended through the date hereof, to the same extent as the other parties party thereto, and the ALZ Trust shall hereafter be a Holder under the Registration Rights 10 2 Agreement as if it were an original signatory thereto. Set forth on Exhibit A hereto are the names and addresses for notices and copies which are hereby added to Schedule A to the Registration Rights Agreement. 2. Miscellaneous. ------------- 2.1 Confirmation of Other Provisions. All other provisions of the Registration Rights Agreement are hereby confirmed. From and after the date hereof, each reference in the Registration Rights Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like import, shall mean and refer to the Registration Rights Agreement as amended hereby. 2.2 Binding Effect. This Amendment No. 3 will be binding upon and inure to the benefit of and be enforceable by, the parties and their permitted successors (which shall include in the case of an individual, such individual's estate, guardian, conservator or committee) and assigns. 2.3 Amendments. This Amendment No. 3 may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. 2.4 Governing Law. This Amendment No. 3 shall be governed by and construed in accordance with the internal laws of the State of New York (other than its rules of conflicts of laws to the extent the application of the laws of another jurisdiction would be required thereby). 2.5 Counterparts. This Amendment No. 3 may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same agreement. 2.6 Trustee's Capacity. With respect to obligations of trustees who are parties hereto in their capacity as trustees of one or more trusts, this Amendment No. 3 shall be binding upon such trustees only in their capacities as trustees, not individually and not with respect to any Registrable Securities other than Registrable Securities held by them in their capacity as trustees of such trusts. 11 3 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment No. 3 as of the date first above written. THE ESTEE LAUDER COMPANIES INC. By: -------------------------------------------------- Name: Fred H. Langhammer Title: President and Chief Executive Officer ------------------------------------- Leonard A. Lauder, (a) individually, (b) as Managing 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., and (e) as Trustee of The 1995 Estee Lauder LAL Trust (a Class B General Partner of Lauder & Sons L.P.) ------------------------------------ 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.) and (f) as Chairman of the Ronald S. Lauder Foundation ------------------------------------ William P. Lauder, (a) individually and (b) as Trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust 12 4 ------------------------------------ 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 ------------------------------------ Aerin Lauder Zinterhofer ------------------------------------ Jane Lauder ----------------------------------- 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.) ------------------------------------ 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 Trust f/b/o Aerin Lauder Zinterhofer u/a/d April 24, 2000, created by Aerin Lauder Zinterhofer, as Grantor 13 5 ------------------------------------- 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.) and (c) as Trustee of The 1995 Estee Lauder RSL Trust (a Class B General Partner of Lauder & Sons L.P.) ------------------------------------- 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 Morgan Guaranty Trust Company of New York, in its capacity as pledgee of Ronald S. Lauder By: -------------------------------------------------- Name: Title: 14 EX-99.K 4 y49871ex99-k.txt LIST OF PARTIES TO REGISTRATION RIGHTS AGR. 1 EXHIBIT K --------- List of Parties to the Registration Rights 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, (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 Aerin Lauder Zinterhofer 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 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 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 15 2 Morgan Guaranty Trust Company of New York, in its capacity as pledgee of Ronald S. Lauder 16 -----END PRIVACY-ENHANCED MESSAGE-----