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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.
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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)
KAREN C. HUNTER, ESQ.
PATTERSON, BELKNAP, WEBB & TYLER LLP
1133 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-6710
(212) 336-2000
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(Name, address and telephone number of person authorized
to receive notices and communications)
May 28, 2004
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(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.
* 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 purpose 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 7 Pages)
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CUSIP No. 518439 10 4 13D Page 2 of 7
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1 NAME OF REPORTING PERSON: Aerin Lauder Zinterhofer
2004 GRAT
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 13-7415821
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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 SOURCE OF FUNDS: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF
ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: 220,000
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: --
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 220,000
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: --
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 220,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES N/A
CERTAIN SHARES:* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .2%
** SEE ITEM 5
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14 TYPE OF REPORTING PERSON: OO
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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 2004
GRAT (the "Reporting Person"), with a business address of c/o Richard D.
Parsons, One Time Warner Center, 11th Floor, New York, New York 10019. The
Reporting Person was organized in the State of Delaware.
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
On May 28, 2004, 220,000 shares of Class B Common Stock, par value
$.01 per share ("Class B Common Stock"), of the Issuer that were held by the
Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder
Zinterhofer as Grantor (the "ALZ 2000 Revocable Trust"), were distributed (the
"Distribution") to the Reporting Person, an irrevocable trust. The ALZ 2000
Revocable Trust was, and continues to be, 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
trustees of the Reporting Person, Richard D. Parsons and The Rockefeller Trust
Company (Delaware), report separately on Schedules 13G and 13D, respectively.
ITEM 4. PURPOSE OF TRANSACTION
The Distribution of 220,000 shares of Class B Common Stock that were
held by the ALZ 2000 Revocable Trust to Richard D. Parsons and The Rockefeller
Trust Company (Delaware), as co-trustees of the Reporting Person, was effected
for estate planning purposes pursuant to a letter of instruction from Aerin
Lauder Zinterhofer as Grantor of the ALZ 2000 Revocable Trust.
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.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of May 28, 2004, the Reporting Person beneficially owned
220,000 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 220,000 shares of Class A Common Stock, which would constitute
..2% 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 21, 2004).
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 220,000 shares of Class B
Common Stock beneficially owned by the Reporting Person constitute .2% of the
aggregate voting power of the Issuer.
(b) Richard D. Parsons and The Rockefeller Trust Company (Delaware),
as co-trustees of the Reporting Person, share voting and dispositive power with
respect to the 220,000 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 and The Rockefeller Trust Company (Delaware),
as co- trustees of the Reporting Person, have the right to receive dividends
from, or the proceeds from the sale of, the 220,000 shares of Class B Common
Stock owned by the Reporting Person. Aerin Lauder Zinterhofer and certain other
beneficiaries of the Reporting Person are entitled to certain distributions of
the Reporting Person's property, which may include the Class B Common Stock
owned by the Reporting Person or dividends therefrom or the proceeds of the sale
thereof.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Effective as of May 28, 2004, 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.
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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 Stockholders' Agreement, dated November 22, 1995 (filed as
Exhibit 10.1 to the Issuer's Annual Report on Form 10-K for
the year ended June 30, 2003).*
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 Issuer's Annual Report on.
Form 10-K for the fiscal year ended June 30, 2000).*
Exhibit F Amendment No. 5 to Stockholders' Agreement (filed
as Exhibit 10.1e to the Issuer's Annual Report on Form 10-K
for the fiscal year ended June 30, 2002).*
Exhibit G List of parties to Stockholders' Agreement.
* Incorporated by reference
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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.
Aerin Lauder Zinterhofer 2004 GRAT
Dated: June 7, 2004 By: /s/ Richard D. Parsons
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Richard D. Parsons, Trustee
By: THE ROCKEFELLER TRUST COMPANY (DELAWARE),
Trustee
Dated: June 7, 2004 By: /s/ Christine A. Welch
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Christine A. Welch, Vice President
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EXHIBIT INDEX
Exhibit A Stockholders' Agreement, dated November 22, 1995 (filed as
Exhibit 10.1 to the Issuer's Annual Report on Form 10-K for
the year ended June 30, 2003).*
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 Issuer's Annual Report on.
Form 10-K for the fiscal year ended June 30, 2000).*
Exhibit F Amendment No. 5 to Stockholders' Agreement (filed
as Exhibit 10.1e to the Issuer's Annual Report on Form 10-K
for the fiscal year ended June 30, 2002).*
Exhibit G List of parties to Stockholders' Agreement.
* Incorporated by reference
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