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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,
PAR VALUE $.01 PER SHARE 518439 10 4
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 2003
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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 7 Pages
Exhibit Index Appears on Page 6
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CUSIP No. 518439 10 4 13G Page 2 of 7
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1 NAME OF REPORTING PERSONS: THE ESTEE LAUDER 2002 TRUST
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: NEW YORK
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NUMBER OF 5 SOLE VOTING POWER: 9,936,803
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 9,936,803
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: --
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,936,803**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): 7.5%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: OO
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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 The Estee Lauder
2002 Trust with a business address of 767 Fifth
Avenue, New York, New York 10153 (the "Reporting
Person"). The Reporting Person was organized in
the State of New York.
(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, 2003, the Reporting Person
beneficially owned 9,936,803 shares of Class B
Common Stock, par value $.01 per share, of the
Issuer (the "Class B Common Stock") held directly
by the Reporting Person.
(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
9,936,803 shares of Class A Common Stock, which
would constitute 7.5% 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 9,936,803 shares of Class B Common
Stock beneficially owned by the Reporting Person
constitute 8.4% of the aggregate voting power of
the Issuer.
Page 3 of 7
(c) As co-trustees of the Reporting Person, Leonard A.
Lauder and Ronald S. Lauder share voting power,
and Leonard A. Lauder, Ronald S. Lauder and Ira T.
Wender share dispositive power with respect to the
9,936,803 shares of Class B Common Stock owned by
the Reporting Person.
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 Reporting Person, and Ira T. Wender, as a
co-trustee of the Reporting Person, have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the 9,936,803 shares of Class B Common Stock owned by
the Reporting Person.
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.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
Page 4 of 7
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 Estee Lauder 2002 Trust
Date: February 12, 2004 /s/ Leonard A. Lauder
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Leonard A. Lauder, trustee
Date: February 12, 2004 /s/ Ronald S. Lauder
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Ronald S. Lauder, trustee
Date: February 12, 2004 /s/ Ira T. Wender
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Ira T. Wender, trustee
Page 5 of 7
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 6 of 7