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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. 10)*
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, 2005
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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: 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
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NUMBER OF 5 SOLE VOTING POWER: 54,104,011
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 40,220
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 54,104,011
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 40,220
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 54,144,231 ** SEE ITEM 4
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): 31.3%
** 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
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, 2005, the Reporting Person beneficially owned
54,144,231 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) 40,220 shares of Class B Common Stock held indirectly as
co-trustee of the Estee Lauder 2002 Trust; and (iv) 3,000,000
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
125,000 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 shares owned by the
Reporting Person's wife are not covered by the Stockholders'
Agreement (as defined below).
At December 31, 2005, the 5,369,169 shares of Class A Common
Stock held directly by the Reporting Person included 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.
Page 3 of 8
(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 54,144,231 shares of
Class A Common Stock, which would constitute 31.3% 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 11,398,471 shares
of Class A Common Stock and the 42,745,760 shares of Class B
Common Stock beneficially owned by the Reporting Person
constitute 44.4% 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) 3,000,000 shares of Class A Common Stock
subject to exercisable employee stock options held by the
Reporting Person. The Reporting Person shares voting and
dispositive power with Ronald S. Lauder, as co-trustees of The
Estee Lauder 2002 Trust, with respect to 40,220 shares of Class B
Common Stock owned by The Estee Lauder 2002 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
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 40,220 shares of Class B Common
Stock owned by The Estee Lauder 2002 Trust.
Page 4 of 8
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 5 of 8
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 8, 2006 /s/ Leonard A. Lauder
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Leonard A. Lauder
Page 6 of 8
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8
EXHIBIT A
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List of Parties to the Stockholders' Agreement
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Leonard A. Lauder, (a) individually and (b) as Trustee of The Estee Lauder 2002
Trust
Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald
S. Lauder 1966 Trust and (c) as Trustee of The Estee Lauder 2002 Trust
William P. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder
Trust f/b/o William Lauder and (c) as Trustee of the 1992 GRAT Remainder Trust
f/b/o Gary Lauder
Gary M. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder
Trust f/b/o William Lauder, (c) as Trustee of the 1992 GRAT Remainder Trust
f/b/o Gary Lauder, (d) as custodian under the New York Uniform Transfers to
Minors Act for the benefit of Danielle Lauder, (e) as custodian under the New
York Uniform Transfers to Minors Act for the benefit of Rachel Lauder and (f) as
Trustee of the Gary M. Lauder Revocable Trust u/a/d as of August 10, 2000, Gary
M. Lauder, Settlor
LAL Family Partners L.P.
Joel S. Ehrenkranz, (a) as Trustee of the 1992 GRAT Remainder Trust f/b/o
William Lauder and (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary
Lauder
Richard D. Parsons, (a) as Trustee of the Trust f/b/o Aerin Lauder and Jane
Lauder u/a/d December 15, 1976, created by Estee Lauder and Joseph H. Lauder, as
Grantors, (b) as Trustee of the Trust f/b/o Aerin Lauder and Jane Lauder u/a/d
December 15, 1976, created by Ronald S. Lauder, as Grantor, (c) as Trustee of
the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin
Lauder Zinterhofer, as Grantor , (d) as Trustee of the Aerin Lauder Zinterhofer
2004 GRAT and (e) as Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d
November 6, 2003, Jane A. Lauder, as Grantor.
Ira T. Wender, as Trustee of The Estee Lauder 2002 Trust
The Estee Lauder Companies Inc.
The Ronald S. Lauder Foundation
The Rockefeller Trust Company (Delaware) as Trustee of the Aerin Lauder
Zinterhofer 2004 GRAT
Page 8 of 8