==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
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)
---------------
(AMENDMENT NO. 11)*
THE ESTEE LAUDER COMPANIES INC.
-----------------------------------------------------------------------------
(NAME OF ISSUER)
CLASS A COMMON STOCK, 518439 10 4
------------------------------------- -------------------------------------
PAR VALUE $.01 PER SHARE (CUSIP NUMBER)
(TITLE OF CLASS OF SECURITIES)
DECEMBER 31, 2006
-----------------------------------------------------------------------------
(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)
---------------
*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 10 Pages
Exhibit Index Appears on Page 10
==============================================================================
----------------------------------------- --------------------------------
CUSIP No. 518439 10 4 13G Page 2 of 10
----------------------------------------- --------------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: RONALD S. LAUDER
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY):
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(A) [_]
(B) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF UNITED STATES OF AMERICA
ORGANIZATION:
-------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 13,446,950
SHARES
------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 344,240
OWNED BY
------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 813,917
REPORTING
------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE 12,977,273
POWER:
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY 13,791,190** SEE ITEM 4
OWNED BY EACH REPORTING PERSON:
-------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) N/A
EXCLUDES CERTAIN SHARES:* [_]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 10.0%
** SEE ITEM
4
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON: IN
-------------------------------------------------------------------------------
* 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 Ronald S. 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) At December 31, 2006 the Reporting Person beneficially owned
13,791,190 shares of Class A Common Stock as follows: (i) 57,553
shares of Class A Common and 12,633,033 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; (ii) 3,182
shares of Class A Common Stock and 3,182 shares of Class B
Common Stock held indirectly as the sole trustee of The
Descendants of Ronald S. Lauder 1966 Trust; (iii) 40,220 shares
of Class B Common Stock held indirectly as a co-trustee of The
Estee Lauder 2002 Trust; (iv) 36,457 shares of Class A Common
Stock held indirectly as Chairman of the Board of Directors of
The Ronald S. Lauder Foundation; (v) 117,257 shares of Class A
Common Stock held indirectly as a director of The Jewish
Renaissance Foundation; (vii) 150,306 shares of Class A Common
Stock held indirectly as a director of The Neue Galerie New
York; and (viii) 750,000 shares of Class A Common Stock subject
to exercisable employee stock options held by the Reporting
Person. The Reporting Person disclaims beneficial ownership of:
(i) 36,457 shares of Class A Common Stock held indirectly as
Chairman of the Board of Directors of The Ronald S. Lauder
Foundation; (ii) 117,257 shares of Class A Common Stock held
indirectly as a director of The Jewish Renaissance Foundation;
(iii) 150,306 shares of Class A Common Stock held indirectly as
a director of The Neue Galerie New York; and (iv) 3,182 shares
Page 3 of 10
of Class A Common Stock and the 3,182 shares of Class B Common
Stock held indirectly as the sole trustee of The Descendants of
Ronald S. Lauder 1966 Trust. The shares owned by The Jewish
Renaissance Foundation and The Neue Galerie New York are not
covered by the Stockholders' Agreement (as defined below).
At December 31, 2006, all shares of Class B Common Stock held
directly by the Reporting Person are pledged to Morgan Guaranty
Trust Company of New York ("Morgan") as collateral for a credit
facility. [George please confirm.]
(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 13,791,190 shares of
Class A Common Stock, which would constitute 10.0% 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 1,114,755 shares
of Class A Common Stock and the 12,676,435 shares of Class B
Common Stock for which the Reporting Person has voting power
constitute 13.5% of the aggregate voting power of the Issuer.
(c)(i) The Reporting Person has sole voting power with respect to the
13,446,950 shares of Class A Common Stock as follows: (i) 57,553
shares of Class A Common Stock and 12,633,033 shares of Class B
Common Stock held directly by the Reporting Person; (ii) 3,182
shares of Class A Common Stock and 3,182 shares of Class B
Common Stock held indirectly as the sole trustee of The
Descendants of Ronald S. Lauder 1966 Trust; and (iii) 750,000
shares of Class A Common Stock subject to exercisable employee
stock options held by the Reporting Person.
(ii) The Reporting Person shares voting power with respect to the
344,240 shares of Class A Common Stock as follows: (i) the
Reporting Person shares voting power with Leonard A. Lauder, as
a co-trustee of The Estee Lauder 2002 Trust, with respect to the
Page 4 of 10
40,220 shares of Class B Common Stock owned by The Estee Lauder
2002 Trust; (ii) the Reporting Person shares voting power with
respect to the 36,457 shares of Class A Common Stock held
indirectly as Chairman of the Board of Directors of The Ronald
S. Lauder Foundation; (iii) the Reporting Person shares voting
power with respect to the 117,257 shares of Class A Common Stock
held indirectly as a director of The Jewish Renaissance
Foundation; and (iv) the Reporting Person shares voting power
with respect to the 150,306 shares of Class A Common Stock held
indirectly as a director of The Neue Galerie New York.
(iii) The Reporting Person has sole dispositive power with respect to
the 813,917 shares of Class A Common Stock as follows: (i)
57,553 shares of Class A Common Stock held directly by the
Reporting Person; (ii) 3,182 shares of Class A Common Stock and
3,182 shares of Class B Common Stock held indirectly as the sole
trustee of The Descendants of Ronald S. Lauder 1966 Trust; and
(iii) 750,000 shares of Class A Common Stock subject to
exercisable employee stock options.
(iv) The Reporting Person shares dispositive power with respect to
the 12,977,273 shares of Class A Common Stock as follows: (i)
the Reporting Person shares dispositive power with Morgan with
respect to the 12,633,033 shares of Class B Common Stock pledged
to Morgan as collateral for a credit facility; (ii) the
Reporting Person shares dispositive power with Leonard A. Lauder
and Ira T. Wender, 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; (iii) the Reporting Person
shares dispositive power with respect to the 36,457 shares of
Class A Common Stock held indirectly as Chairman of the Board of
Directors of The Ronald S. Lauder Foundation; (iv) the Reporting
Person shares dispositive power with respect to the 117,257
shares of Class A Common Stock held indirectly as a director of
The Jewish Renaissance Foundation; and (v) the Reporting Person
shares dispositive power with respect to the 150,306 shares of
Class A Common Stock held indirectly as director of The Neue
Galerie New York.
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
Morgan has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 12,633,033 shares
of Class B Common Stock pledged to Morgan as collateral for a credit
Page 5 of 10
facility. Aerin Lauder and Jane Lauder, as beneficiaries of The
Descendants of Ronald S. Lauder 1966 Trust, have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of, the 3,182 shares of Class A Common Stock and the 3,182
shares of Class B Common Stock owned by The Descendants of Ronald S.
Lauder 1966 Trust. Leonard A. 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. The Ronald S. Lauder Foundation, of which the Reporting Person is
Chairman of the Board of Directors, has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the 36,457 shares of Class A Common Stock owned by The Ronald
S. Lauder Foundation. The Jewish Renaissance 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 117,257 shares of Class A Common Stock owned by The Jewish
Renaissance Foundation. The Neue Galerie New York, 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 150,306 shares of Class A Common Stock owned by The Neue Galerie New
York.
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.
Page 6 of 10
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
Page 7 of 10
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 12, 2007 /s/ Ronald S. Lauder
---------------------------
Ronald S. Lauder
Page 8 of 10
EXHIBIT INDEX
-------------
Exhibit A-- List of Parties to the Stockholders' Agreement
Page 9 of 10
EXHIBIT A
---------
List of Parties to the Stockholders' Agreement
----------------------------------------------
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 Rockefeller Trust Company (Delaware), as Trustee of the Aerin
Lauder Zinterhofer 2004 GRAT
The Estee Lauder Companies Inc.
The Ronald S. Lauder Foundation
Page 10 of 10