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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. 1)
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.
(Continued on following pages)
(Page 1 of 6 Pages)
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CUSIP No. 518439 10 4 13D Page 2 of 6
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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
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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: New York
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NUMBER OF 7 SOLE VOTING POWER: 4,932,545
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: --
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 4,932,545
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: --
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 4,932,545
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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): 3.9%
** SEE ITEM 5
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14 TYPE OF REPORTING PERSON: OO
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This Statement on Schedule 13D is the first amendment to an initial
statement on Schedule 13D previously filed with the Securities and Exchange
Commission on June 29, 2001 (the "Schedule 13D"). This Amendment No. 1 is filed
by the Reporting Person in accordance with Rule 13d-2 of the Securities Exchange
Act of 1934, as amended, and refers only to information which has materially
changed since the filing of the Schedule 13D. The items identified below, or the
particular paragraphs of such items which are identified below, are amended as
set forth below. Unless otherwise indicated, all capitalized terms used and not
defined herein have the respective meanings assigned to them in the Schedule
13D.
ITEM 4. PURPOSE OF TRANSACTION
On May 28, 2004 (the "Distribution Date"), Richard D. Parsons, as
trustee of the Reporting Person, distributed to the Aerin Lauder Zinterhofer
2004 GRAT 220,000 shares of the Class B Common Stock, par value $.01 per share,
of the Issuer ("Class B Common Stock") held by the Reporting Person. The
disposition was made from the Reporting Person to Richard D. Parsons and The
Rockefeller Trust Company (Delaware), as trustees of the Aerin Lauder
Zinterhofer 2004 GRAT, for estate planning purposes pursuant to a letter of
instruction from Aerin Lauder Zinterhofer as Grantor.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of May 28, 2004, the Reporting Person beneficially owned
4,932,545 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 4,932,545 shares of Class A Common Stock, which would
constitute 3.9% 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 4,932,545 shares of Class
B Common Stock beneficially owned by the Reporting Person constitute 4.2% 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 4,932,545 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 4,932,545 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.
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(e) Not applicable.
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.
Exhibit H Form of Registration Rights Agreement (filed as Exhibit 10.2
to the Issuer's Registration Statement on Form S-1 (no.
33-97180) on November 13, 1995 (the S-1)).*
Exhibit I First Amendment to Registration Rights Agreement (filed as
Exhibit 10.3 to the Issuer's Annual Report on Form 10-K for
the fiscal year ended June 30, 1996).*
Exhibit J Second Amendment to Registration Rights Agreement (filed as
Exhibit 10.1 to the FY 1997 Q3 10-Q).*
Exhibit K Form of Third Amendment to Registration Rights Agreement
(filed as Exhibit J to the Reporting Person's Schedule 13D).*
Exhibit L Fourth Amendment to Registration Rights Agreement (filed as
Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2003).*
Exhibit M List of parties to Registration Rights 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 2000 Revocable Trust
u/a/d April 24, 2000,
Aerin Lauder Zinterhofer as Grantor
Dated: May 28, 2004 By: /s/ Richard D. Parsons
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Richard D. Parsons, trustee
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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.
Exhibit H Form of Registration Rights Agreement (filed as Exhibit 10.2
to the Issuer's Registration Statement on Form S-1 (no.
33-97180) on November 13, 1995 (the S-1)).*
Exhibit I First Amendment to Registration Rights Agreement (filed as
Exhibit 10.3 to the Issuer's Annual Report on Form 10-K for
the fiscal year ended June 30, 1996).*
Exhibit J Second Amendment to Registration Rights Agreement (filed as
Exhibit 10.1 to the FY 1997 Q3 10-Q).*
Exhibit K Form of Third Amendment to Registration Rights Agreement
(filed as Exhibit J to the Reporting Person's Schedule 13D).*
Exhibit L Fourth Amendment to Registration Rights Agreement (filed as
Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2003).*
Exhibit M List of parties to Registration Rights Agreement.
* Incorporated by reference
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