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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. 8)*
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 9 Pages
Exhibit Index Appears on Page 8
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CUSIP No. 518439 10 4 13G Page 2 of 9
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----------------------------- --------------------------------------------------- --------------------------------------------------
1 NAME OF REPORTING PERSONS: LEONARD A. 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
------------------------------------ ------ ------------------------------------------------ ---------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 54,870,679
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 15,207,613
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 54,870,679
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 15,207,613
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 70,078,292 ** SEE ITEM 4
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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): 38.4%
** SEE ITEM 4
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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 Leonard A. Lauder with
a business address of 767 Fifth Avenue, New York,
New York 10153 (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, 2003, the Reporting Person
beneficially owned 70,078,292 shares of Class A
Common Stock as follows: (i) 5,369,169 shares of
Class A Common Stock held directly by the Reporting
Person; (ii) 3,029,302 shares of Class A Common and
42,705,540 shares of Class B Common Stock, par value
$.01 per share, of the Issuer (the "Class B Common
Stock"), held indirectly as the majority stockholder
of LAL Family Corporation, which is the sole general
partner of LAL Family Partners L.P.; (iii) 9,936,803
shares of Class B Common Stock held indirectly as
co-trustee of the Estee Lauder 2002 Trust; (iv)
15,384 shares of Class A Common Stock and 3,846,154
shares of Class B Common Stock held indirectly as a
general partner of Lauder & Sons L.P. and as a
co-trustee of The 1995 Estee Lauder LAL Trust, which
is also a general partner of Lauder & Sons L.P.; (v)
1,095,410 shares of Class A Common Stock as
co-trustee of the Estee Lauder 2001 Charitable Trust
(the "EL 2001 Trust"); (vi) 313,862 shares of Class
A Common held indirectly as a director of The Lauder
Foundation; and (vii) 3,766,668 shares of Class A
Common Stock subject to exercisable employee stock
options held by the Reporting Person. The shares of
Class A Common Stock beneficially owned by the
Reporting Person exclude 390,000 shares of Class A
Common Stock owned by his wife and 146,600 shares of
Class A Common Stock subject to exercisable employee
stock options held by his wife, for which the
Reporting Person disclaims beneficial ownership. The
Reporting Person also disclaims beneficial ownership
of the 313,862 shares of Class A Common Stock held
indirectly as a director of The Lauder Foundation.
The shares owned by the EL 2001 Trust are not
covered by the Stockholders' Agreement (as defined
below).
Page 3 of 9 Pages
At December 31, 2003, the 5,369,169 shares of Class
A Common Stock held directly by the Reporting Person
included 2,394,986 shares of Class A Common Stock
loaned to Ronald S. Lauder. Ronald S. Lauder is
obligated to repay this loan upon demand 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 70,078,292 shares of Class A Common
Stock, which would constitute 38.4% 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 13,589,795 shares of Class A Common Stock
and the 56,488,497 shares of Class B Common Stock
beneficially owned by the Reporting Person
constitute 48.8% of the aggregate voting power of
the Issuer.
(c) The Reporting Person has sole voting and dispositive
power with respect to: (i) 5,369,169 shares of Class
A Common Stock held directly by the Reporting
Person; (ii) 3,029,302 shares of Class A Common
Stock and the 42,705,540 shares of Class B Common
Stock held indirectly as the majority stockholder of
LAL Family Corporation, which is the sole general
partner of LAL Family Partners L.P.; and (iii)
3,766,668 shares of Class A Common Stock subject to
exercisable employee stock options held by the
Reporting Person. The Reporting Person shares voting
power with Ronald S. Lauder and dispositive power
with Ronald S. Lauder and Ira T. Wender, (i) as
co-trustees of The Estee Lauder 2002 Trust, with
respect to 9,936,803 shares of Class B Common Stock
owned by The Estee Lauder 2002 Trust and (ii) as
co-trustees of the 2001 Trust with respect to the
1,095,410 shares of Class A Common Stock owned by
the EL 2002 Trust. The Reporting Person shares
voting and dispositive power with respect to 15,384
shares of Class A Common Stock and 3,846,154 shares
of Class B Common Stock owned by Lauder & Sons L.P.
as follows: (i) the Reporting Person shares voting
and dispositive power with Ronald S. Lauder, as an
individual general partner of Lauder & Sons L.P. and
Page 4 of 9 Pages
as a co-trustee of The 1995 Estee Lauder RSL Trust,
which is a general partner of Lauder & Sons L.P.;
(ii) the Reporting Person shares dispositive power
with Richard D. Parsons and Ira T. Wender, as
co-trustees of The 1995 Estee Lauder RSL Trust,
which is a general partner of Lauder & Sons L.P.;
and (iii) the Reporting Person shares dispositive
power with Joel S. Ehrenkranz and Ira T. Wender, as
co-trustees of The 1995 Estee Lauder LAL Trust,
which is a general partner of Lauder & Sons L.P. The
Reporting Person shares voting and dispositive power
with respect to 313,862 shares of Class A Common
Stock held indirectly as a director of The Lauder
Foundation.
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
William P. Lauder and Gary M. Lauder, as stockholders of LAL Family
Corporation, which is the sole general partner of LAL Family Partners
L.P., have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 3,029,302
shares of Class A Common Stock and the 42,705,540 shares of Class B
Common Stock owned by LAL Family Partners L.P. Ronald S. Lauder, as a
co-trustee and beneficiary of The Estee Lauder 2002 Trust, and Ira T.
Wender, as a co-trustee of The Estee Lauder 2002 Trust, 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 Estee Lauder 2002 Trust. Ronald S. Lauder
as co-trustee and beneficiary of the EL 2001 Trust, has the right to
receive and the power to direct the receipt of dividends from, or
proceeds from the sale of, the 1,095,410 shares of Class A Common
Stock owned by the EL 2001 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 & Sons L.P.: (i) 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.; (ii) Richard D. Parsons and Ira T. Wender, as
co-trustees of The 1995 Estee Lauder RSL Trust, which is a general
partner of Lauder & Sons L.P.; and (iii) Joel S. Ehrenkranz and Ira
T. Wender, as co-trustees of The 1995 Estee Lauder LAL Trust, which
is a general partner of Lauder & Sons L.P. The Lauder Foundation, of
which the Reporting Person is a director, has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 313,862 shares of Class A Common Stock owned by
The Lauder Foundation.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
Page 5 of 9 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 6 of 9 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 3, 2004 /s/ Leonard A. Lauder
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Leonard A. Lauder
Page 7 of 9 Pages
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 8 of 9 Pages