As filed with the Securities and Exchange Commission on April 8, 2003 Registration No. 333-85947 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE ESTEE LAUDER COMPANIES INC. (Exact name of registrant as specified in its charter) DELAWARE 11-2408943 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 767 Fifth Avenue New York, New York 10153 (212) 572-4200 (Address, including zip code, and telephone number,including area code, of registrants' principal executive office) Paul E. Konney, Esq. Senior Vice President, General Counsel and Secretary The Estee Lauder Companies Inc. 767 Fifth Avenue New York, New York 10153 (212) 572-4200 (Name, address, including zip code, and telephone number,including area code, of agent for service) With a copy to: Matthew Bloch, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: This post-effective amendment deregisters those debt securities that remain unsold hereunder as of the effective date hereof. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: [ X ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] DEREGISTRATION OF SECURITIES On August 26, 1999, The Estee Lauder Companies Inc. (the "Company") filed a registration statement on Form S-3 (No. 333-85947) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), registering $400,000,000 aggregate principal amount of the Company's debt securities (the "Offering"). The Commission declared the Registration Statement effective on November 9, 1999. In accordance with the undertaking contained in Part II, Item 17(a)(3) of the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Company files this post-effective amendment to the Registration Statement to remove from registration an aggregate of $150,000,000 principal amount of debt securities that remain unsold as of the date hereof. On March 31, 2003, the Company filed with the Commission a registration statement on Form S-3 (No. 333-104133) in connection with the registration of $500,000,000 aggregate principal amount of the Company's debt securities. Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, an aggregate of $150,000,000 principal amount of those debt securities were carried forward from this Registration Statement. Accordingly, the Company hereby requests that upon the effectiveness of this Post-Effective Amendment No. 1, all of the Company's debt securities registered pursuant to the Registration Statement remaining unsold thereunder be removed from registration. [The remainder of this page is intentionally left blank.] II-i SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478(a)(4) thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on April 8, 2003. THE ESTEE LAUDER COMPANIES INC. By: /s/ Richard W. Kunes --------------------------------------------- Richard W. Kunes Senior Vice President and Chief Financial Officer II-ii