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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. 7)*
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, 2002
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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: GARY M. LAUDER
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: 951,933
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 6,184,998
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 951,933
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 6,184,998
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,136,931
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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): 5.5%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
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 Gary M. Lauder with a
business address of ICTV Inc., 14600 Winchester
Boulevard, Los Gatos, California 95032 (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, 2002, the Reporting Person beneficially
owned 7,136,931 shares of Class A Common Stock as follows:
(i) 70,375 shares of Class A Common Stock held directly by
the Reporting Person; (ii) 2,617 shares of Class A Common
Stock and 11,435 shares of Class B Common Stock as
custodian under the New York Uniform Transfers to Minors
Act for the benefit of Danielle Lauder; (iii) 2,617 shares
of Class A Common Stock and 11,435 shares of Class B Common
Stock as custodian under the New York Uniform Transfers to
Minors Act for the benefit of Rachel Lauder; (iv) 2,355,782
shares of Class A Common Stock and 3,829,216 shares of
Class B Common Stock, par value $.01 per share, of the
Issuer (the "Class B Common Stock"), held indirectly as a
co-trustee of The 1992 Leonard A. Lauder Grantor Retained
Annuity Trust (the "GRAT"); and (v) 853,454 shares of Class
A Common Stock held indirectly as sole Trustee of the Gary
M. Lauder Revocable Trust u/a/d as of August 10, 2000, Gary
M. Lauder, as Settlor (the "GML Revocable 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 7,136,931 shares of Class A Common Stock,
which would constitute 5.5% of the number of shares of
Page 3 of 8 Pages
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
3,284,845 shares of Class A Common Stock and the 3,852,086
shares of Class B Common Stock beneficially owned by the
Reporting Person constitute 3.5% of the aggregate voting
power of the Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to the 70,375 shares of Class A Common Stock
held directly by the Reporting Person and the 5,234 shares
of Class A Common Stock and the 22,870 shares of Class B
Common Stock held by the Reporting Person as custodian for
Danielle Lauder and Rachel Lauder and the 853,454 shares of
Class A Common Stock held by the Reporting Person as the
sole Trustee of the GML Revocable Trust. The Reporting
Person shares voting power with William P. Lauder and
dispositive power with William P. Lauder and Joel S.
Ehrenkranz, as co-trustees of the GRAT, with respect to the
2,355,782 shares of Class A Common Stock and the 3,829,216
shares of Class B Common Stock owned by the GRAT.
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, as grantor of the GRAT, William P. Lauder, as a
co-trustee and beneficiary of the GRAT, and Joel S. Ehrenkranz, as
a co-trustee of the GRAT, have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of the 2,355,782 shares of Class A Common Stock and the 3,829,216
shares of Class B Common Stock owned by the GRAT. Danielle Lauder,
as the beneficiary of the 2,617 shares of Class A Common Stock and
the 11,435 shares of Class B Common Stock held by the Reporting
Person as custodian for her benefit under the New York Uniform
Transfers to Minors Act, has the right to receive dividends from,
or the proceeds from the sale of, such shares of Class A Common
Stock and Class B Common Stock. Rachel Lauder, as the beneficiary
of the 2,617 shares of Class A Common Stock and the 11,435 shares
of Class B Common Stock held by the Reporting Person as custodian
for her benefit under the New York Uniform Transfers to Minors Act,
has the right to receive dividends from, or the proceeds from the
sale of, such shares of Class A Common Stock and Class B Common
Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
Page 4 of 8 Pages
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.
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 13, 2003 /s/ Gary M. Lauder
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Gary M. Lauder
Page 6 of 8 Pages
EXHIBIT INDEX
Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8 Pages