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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)
(Amendment No. 4)*
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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 8 Pages
Exhibit Index Appears on Page 7
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CUSIP No. 518439 10 4 13G Page 2 of 8
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1 NAME OF REPORTING PERSONS: Ira T. Wender
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: 650,180
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 650,180
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 20,750,341
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 21,400,521
REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
** SEE ITEM 4 [x]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 14.7%
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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 Ira T. Wender
with a business address of 1133 Avenue of
the Americas, New York, New York 10036 (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) As of December 31, 2001, the Reporting
Person beneficially owned 21,400,521 shares
of Class A Common Stock as follows: (i)
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; (ii) 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 LAL
Trust and as a co-trustee of The 1995 Estee
Lauder RSL Trust, each of which trusts are
general partners of Lauder & Sons L.P.,
which owns the shares; (iii) 650,180 shares
of Class A Common Stock held indirectly as
sole trustee of The RSL 4201 Trust; and (iv)
3,000 shares of Class A Common Stock owned
by his wife. The Reporting Person disclaims
beneficial ownership of all such shares. The
5,400,000 shares of Class A Common Stock
held indirectly as sole trustee of The RSL
4201 Trust and the 3,000 shares of Class A
Common Stock owned by his wife are not
subject to the Stockholders' Agreement (as
defined below).
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
Page 3 of 8 Pages
3,988,438 shares of Class A Common Stock
continue to be included in the total for The
Estee Lauder 1994 Trust.
(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 221,400,521 shares of Class
A Common Stock, which would constitute 14.7%
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 650,180 shares of Class A Common Stock
for which the Reporting Person has voting
power would constitute 0.1% of the aggregate
voting power of the Issuer.
(c) The Reporting Person shares dispositive
power with Leonard A. Lauder and Ronald S.
Lauder, as co-trustees of The Estee Lauder
1994 Trust, with respect to the 4,698,591
shares of Class A Common Stock and the
12,189,852 shares of Class B Common Stock
owned by The Estee Lauder 1994 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 Richard
D. Parsons, 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, as a co-trustee of
the 1995 Estee Lauder LAL Trust, which is a
general partner of Lauder & Sons L.P. The
Reporting Person as sole trustee of The RSL
4201 Trust has sole dispositive power with
respect to 650,180 shares of Class A Common
Stock owned by The RSL 4201 Trust.
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
Leonard A. Lauder and Ronald S. Lauder, as co-trustees and
beneficiaries 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. 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 &
Page 4 of 8 Pages
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)
Richard D. Parsons, 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, as a co-trustee of The 1995 Estee
Lauder LAL Trust, which is a general partner of Lauder & Sons
L.P. The beneficiaries of the RSL 4201 Trust have the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the 650,180 shares of Class A
Common Stock owned by the RSL 4201 Trust.
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 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.
The shares owned by The RSL 4201 Trust and Mrs. Wender are not
subject to the Stockholders' Agreement.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable.
Page 5 of 8 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/ Ira T. Wender
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Page 6 of 8 Pages
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8 Pages