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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 page(s))
(Page 1 of 7 Pages)
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CUSIP No. 518439 10 4 13D Page 2 of __
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1 NAME OF REPORTING PERSON: The Rockefeller Trust
Company (Delaware), Trustee
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 52-2067557
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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: --
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 220,000
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: --
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 220,000
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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 Rockefeller Trust Company
(Delaware) (the "Reporting Person"), as co-trustee of the Aerin Lauder
Zinterhofer 2004 GRAT ("ALZ 2004 GRAT"). The Reporting Person's principal
address is 1201 N. Market Street, Suite 1604, Wilmington, Delaware 19801. The
Reporting Person is organized under the laws of 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 ALZ 2004 GRAT, an irrevocable trust of which the
Reporting Person is co-trustee. 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, in its capacity as
co-trustee of the ALZ 2004 GRAT, 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 in its capacity as co-trustee of
the ALZ 2004 GRAT. No consideration was paid by the Reporting Person for the
Distribution or for becoming a party to the Stockholders' Agreement. The ALZ
2004 GRAT and Richard D. Parsons, as co-trustee of the ALZ 2004 GRAT, report
separately on Schedules 13D and 13G, 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 the Reporting Person and Richard D.
Parsons, as co-trustees of the ALZ 2004 GRAT, 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.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
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(a) As of May 28, 2004, the Reporting Person beneficially owned
220,000 shares of Class A Common Stock via its indirect holding of the same
number of shares of Class B Common Stock as the co-trustee of the ALZ 2004 GRAT.
The Reporting Person disclaims beneficial ownership of such shares.
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 with respect to which the Reporting Person shares voting power
constitute .2% of the aggregate voting power of the Issuer.
(b) The Reporting Person and Richard D. Parsons, as the co-trustees
of the ALZ 2004 GRAT, share voting and dispositive power with respect to the
220,000 shares of Class B Common Stock owned by the ALZ 2004 GRAT.
(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) The Reporting Person and Richard D. Parsons, as the co-trustees
of the ALZ 2004 GRAT, 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 ALZ
2004 GRAT. Aerin Lauder Zinterhofer and certain other beneficiaries of the ALZ
2004 GRAT are entitled to certain distributions of the ALZ 2004 GRAT's property,
which may include the Class B Common Stock owned by the ALZ 2004 GRAT 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 and by virtue of its position as co-trustee of the ALZ
2004 GRAT, 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.
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.
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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
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.
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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