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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. 6)*
The Estee Lauder Companies Inc.
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(Name of Issuer)
Class A Common Stock, 518439 10 4
par value $.01 per share
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(Title of class of securities) (CUSIP number)
December 31, 2001
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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)
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*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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CUSIP No. 518439 10 4 13G Page 2 of 11
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1 NAME OF REPORTING PERSONS: Ronald S. Lauder
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY):
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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: 26,061,919
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 23,083,917
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 803,366
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 47,039,472
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 49,145,838 ** SEE ITEM 4
REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* N/A
[_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 28.8%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* 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 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, 2001 the Reporting Person
beneficially owned 49,145,838 shares of Class A
Common Stock as follows: (i) 1,000,000 shares of
Class A Common Stock and 24,255,555 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)
4,698,951 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) 1,300,000 shares of Class A
Common Stock as co-trustee of Estee Lauder 2001
Charitable Trust (the "EL 2001 Trust"); (vi)313,862
shares of Class A Common Stock held indirectly as a
director of The Lauder Foundation; (vii) 36,457
shares of Class A Common Stock held indirectly as
Chairman of the Board of Directors of The Ronald S.
Lauder Foundation; (viii) 153,257 shares of Class A
Common Stock held indirectly as a director of The
Jewish Renaissance Foundation; (ix) 530,000 shares
of Class A Common Stock held indirectly as a
director of The Neue Galerie New York; and (x)
800,002 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) 36,457 shares of
Page 3 of 11 Pages
Class A Common Stock held indirectly as Chairman of
the Board of Directors of The Ronald S. Lauder
Foundation; (iii) 153,257 shares of Class A Common
Stock held indirectly as a director of The Jewish
Renaissance Foundation; (iv) 530,000 shares of
Class A Common Stock held indirectly as a director
of The Neue Galerie New York; and (v) 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.
At December 31, 2001, the Reporting Person had a
short position of 7,394,986 shares of Class A
Common Stock. The 24,255,555 shares of Class B
Common Stock held directly by the Reporting Person
include shares pledged as collateral in amounts
equal to the following loans: (i) 3,000,000 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. The 1,000,000 shares of
Class A Common Stock held directly are pledged as
collateral to secure the loan of 1,000,000 shares
of Class A Common Stock borrowed from Richard D.
Parsons, as trustee of the Accumulation Trusts. All
other 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 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"). In January 2002, the Exchange
Date was extended to May 23, 2002 (subject to
acceleration). 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. 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.
Page 4 of 11 Pages
(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 49,145,838 shares of Class A
Common Stock, which would constitute 28.8% 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 8,851,095 shares of Class A Common Stock
and the 40,294,743 shares of Class B Common Stock
for which the Reporting Person has voting power
constitute 33.9% of the aggregate voting power of
the Issuer.
(c) (i) The Reporting Person has sole voting power with
respect to 26,061,921 shares of Class A Common
Stock as follows: (i) 1,000,000 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) 800,002 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 23,083,917 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 4,698,951 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 Ronald S.
Lauder as co-trustees of the EL 2001 Trust; (iv)
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; (v) the Reporting Person shares voting
power with respect to 36,457 shares of Class A
Common Stock held indirectly as Chairman of the
Board of Directors of The Ronald S. Lauder
Foundation; (vi) the Reporting Person shares voting
power with respect to 153,257 shares of Class A
Common Stock held indirectly as a director of The
Jewish Renaissance Foundation; and (vii) the
Page 5 of 11 Pages
Reporting Person shares voting power with respect
to 230,000 shares of Class A Common Stock held
indirectly as a director of The Neue Galerie New
York.
(iii) The Reporting Person has sole dispositive power
with respect to 803,3666 shares of Class A Common
Stock as follows: (i) 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
(ii) 800,002 shares of Class A Common Stock subject
to exercisable employee stock options.
(iv) The Reporting Person shares dispositive power with
respect to 47,039,472 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
1,000,000 shares of Class A Common Stock and
3,000,000 shares of Class B 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 B Common
Stock pledged to Leonard A. Lauder; (iii) the
Reporting Person shares dispositive power with
Morgan with respect to 17,860,569 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 4,698,951 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 36,457
shares of Class A Common Stock held indirectly as
Chairman of the Board of Directors of The Ronald S.
Lauder Foundation; (ix) the Reporting Person shares
dispositive power with respect to 153,257 shares of
Class A Common Stock held indirectly as a director
of The Jewish Renaissance Foundation; and (x) the
Reporting Person shares dispositive power with
respect to 530,000 shares of Class A Common Stock
held indirectly as director of The Neue Galerie New
York.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Page 6 of 11 Pages
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 1,000,000 shares of Class
A Common Stock and 3,000,000 shares of Class B 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 B 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 17,860,569 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 4,698,951 shares of Class A Common
Stock and the 12,189,852 shares of Class B Common Stock owned by The
Estee Lauder 1994 Trust. Leonard A. Lauder as co-trustee and
beneficiary of the EL 2001 Trust, has the right to receive and the
power to direct the receipt of dividends from, or proceeds from the
sale of 1,300,000 shares of Class A Common Stock owned by the EL
2001 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 36,457 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
153,257 shares of Class A Common Stock owned by The Jewish
Renaissance Foundation. The Neue Galerie New York, 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 530,000 shares of Class A Common Stock owned by The
Neue Galerie New York.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable.
Page 7 of 11 Pages
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 8 of 11 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 7, 2002 /s/ Ronald S. Lauder
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Page 9 of 11 Pages
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 10 of 11 Pages