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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. 4)*
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 9 Pages
Exhibit Index Appears on Page 8
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CUSIP No. 518439 10 4 13G Page 2 of 8
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1 NAME OF REPORTING PERSONS: Richard D. Parsons
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: 20,467,378
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 20,467,378
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 3,861,538
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 24,328,916** SEE ITEM 4
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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): 16.2%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.
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 Richard D.
Parsons with a business address of 75
Rockefeller Plaza, New York, New York 10019
(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 24,328,916 shares of
Class A Common Stock as follows: (i) 2,221
shares of Class A Common Stock held
directly by the Reporting Person, (ii)
6,673 shares of Class A Common Stock
pursuant to options that were exercisable
on December 31, 2001 (and the Reporting
Person has no other options to acquire any
common stock of the Issuer that will become
exercisable within 60 days following
December 31, 2001), (iii) 4,000,000 shares
of Class A Common Stock and 7,043,961
shares of Class B Common Stock, par value
$.01 per share, of the Issuer (the "Class B
Common Stock"), held indirectly as the sole
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 (the "Accumulation Trust"); (iv)
5,152,545 shares of Class B Stock as the
sole trustee of Aerin Lauder Zinterhofer
2000 Revocable Trust u/a/d April 24, 2000,
Aerin Lauder Zinterhofer, as Grantor (the
"ALZ 2000 Trust"); (v)4,261,978 shares of
Class B Common Stock held indirectly as the
sole 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 (the "Distribution Trust"); and
(iv) 15,384 shares of Class A Common Stock
and 3,846,154 shares of Class B Common
Stock held indirectly as a co-trustee of
The 1995 Estee Lauder RSL Trust, which is a
general partner of Lauder & Sons L.P.,
which owns the shares. The Reporting Person
disclaims beneficial ownership of all such
shares, except the ones he holds directly
or pursuant to options that were
exercisable on December 31, 2001 (and the
Reporting Person has no other options to
acquire any common stock of the Issuer that
will become exercisable within 60 days
following December 31, 2001). At December
Page 3 of 9 Pages
31, 2001, 4,000,000 shares of Class A
Common Stock held indirectly as the sole
trustee of the Accumulation Trust are
loaned to Ronald S. Lauder pursuant to a
demand loan.
(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 24,328,916 shares of
Class A Common Stock, which would
constitute 16.2% 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 4,024,278 shares of Class A Common
Stock and the 16,458,484 shares of Class B
Common Stock for which the Reporting Person
has voting power constitute 13.9% of the
aggregate voting power of the Issuer.
(c) The Reporting Person has sole voting and
dispositive power with respect to (i) the
2,221 shares of Class A Common Stock he
holds directly and the 6,673 shares of
Class A Common Stock that the Reporting
Person has the right to acquire pursuant to
options that are exercisable within 60 days
following December 31, 2001, (ii) the
4,002,221 shares of Class A Common Stock
and the 7,043,961 shares of Class B Common
Stock held indirectly as the sole trustee
of the Accumulation Trust, (iii) the
5,152,545 shares of Class B Common Stock
held indirectly as the sole trustee of the
ALZ 2000 Trust and (iv) the 4,261,978
shares of Class B Common Stock held
indirectly as the sole trustee of the
Distribution Trust. The Reporting Person
shares dispositive power with respect to
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. as
follows: (i) the Reporting Person shares
dispositive 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.; (ii) the
Reporting Person shares dispositive power
with Ronald S. Lauder, as an individual
general partner of Lauder & Sons L.P. and
as a co-trustee of The 1995 Estee Lauder
RSL Trust, which is a general partner of
Lauder & Sons L.P.; (iii) the Reporting
Person shares dispositive power with Ira T.
Wender, as a co-trustee of The 1995 Estee
Lauder RSL Trust, which is a general
partner of Lauder & Sons L.P.; and (iv) the
Reporting Person shares dispositive power
with 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.
Page 4 of 9 Pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Aerin Lauder and Jane Lauder, as
beneficiaries of the Accumulation Trust and
the Distribution Trust, have the right to
receive or the power to direct the receipt
of dividends from, or the proceeds from the
sale of (i) the 4,000,000 shares of Class A
Common Stock and the 7,043,961 shares of
Class B Common Stock owned by the
Accumulation Trust and (ii) the 4,261,978
shares of Class B Common Stock owned by the
Distribution Trust. Aerin Lauder, as
beneficiary of the ALZ 2000 Trust, 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 ALZ 2000
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) Ronald S. Lauder, as an
individual general partner of Lauder & Sons
L.P. and as a co-trustee and beneficiary of
The 1995 Estee Lauder RSL Trust, which is a
general partner of Lauder & Sons L.P.;
(iii) Ira T. Wender, as a co-trustee of The
1995 Estee Lauder RSL Trust, which is a
general partner of Lauder & Sons L.P.; and
(iv) 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.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
The Reporting Person, in his capacity as
trustee of various trusts, 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 Reporting
Person is the designee of Ronald S. Lauder.
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
Page 5 of 9 Pages
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 6 of 9 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 6, 2002
/s/ Richard D. Parsons
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Page 7 of 9 Pages
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 8 of 9 Pages