-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VbhM5Ewk1+jedd9SoHvtW+L4nCm857XOf3XADo43ttKb7NAHITGeEj7NDal/hsRm brWnIUpggjPQEYw11wGZOw== 0000909518-02-000082.txt : 20020414 0000909518-02-000082.hdr.sgml : 20020414 ACCESSION NUMBER: 0000909518-02-000082 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESTEE LAUDER COMPANIES INC CENTRAL INDEX KEY: 0001001250 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 112408943 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49298 FILM NUMBER: 02528991 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAUDER WILLILAM P CENTRAL INDEX KEY: 0001008082 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NE YORK STATE: NY ZIP: 10153 SC 13G/A 1 a2-5sc13ga11.txt ================================================================================ 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. 6)* The Estee Lauder Companies Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, 518439 10 4 par value $.01 per share - -------------------------------------------------------------------------------- (Title of class of securities) (CUSIP number) December 31, 2001 - -------------------------------------------------------------------------------- (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 8 Pages Exhibit Index Appears on Page 7 ================================================================================
- --------------------------------------------------------------------- --------------------------------------------------- CUSIP No. 518439 10 4 13G Page 2 of 8 - --------------------------------------------------------------------- --------------------------------------------------- - ------------------------- --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: William P. 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 ORGANIZATION: United States of America - ------------------------------- ----- --------------------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 3,661,278 SHARES ----- --------------------------------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 6,674,549 OWNED BY ----- --------------------------------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 3,661,278 REPORTING ----- --------------------------------------------------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER: 6,674,549 - ------------------------- --------------------------------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 10,335,827 REPORTING PERSON: - ------------------------- --------------------------------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* N/A [_] - ------------------------- --------------------------------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.6% ** 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 William P. 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, 2001, the Reporting Person beneficially owned 10,335,827 shares of Class A Common Stock as follows: (i) 1,168,240 shares of Class A Common Stock and 2,264,038 shares of Class B Common Stock held directly by the Reporting Person; (ii) 2,531,471 shares of Class A Common Stock and 3,829,216 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the "Class B Common Stock"), held indirectly as a co-trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust (the "GRAT"); (iii) 313,862 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation; and (iv) 229,000 shares of Class A Common Stock subject to exercisable stock options held by the Reporting Person. The Reporting Person disclaims beneficial ownership of the 313,862 shares of Class A Common Stock held indirectly as a director of The Lauder Foundation. (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 Page 3 of 8 shares of Class B Common Stock beneficially owned by the Reporting Person, the Reporting Person would beneficially own 10,335,827 shares of Class A Common Stock, which would constitute 7.6% 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 4,242,573 shares of Class A Common Stock and the 6,093,254 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 5.4% of the aggregate voting power of the Issuer. (c) The Reporting Person has sole voting and dispositive power with respect to the (i) 1,168,240 shares of Class A Common Stock and 2,264,038 shares of Class B Common Stock held directly by the Reporting Person; and (ii) 229,000 shares of Class A Common Stock subject to exercisable employee stock options held by the Reporting Person. The Reporting Person shares voting power with Gary M. Lauder and dispositive power with Gary M. Lauder and Joel S. Ehrenkranz, as co-trustees of the GRAT, with respect to the 2,531,471 shares of Class A Common Stock and the 3,829,216 shares of Class B Common Stock owned by the GRAT. The Reporting Person shares voting and dispositive power with respect to the 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 Leonard A. Lauder, as grantor of the GRAT, Gary M. Lauder, as a co-trustee and beneficiary of the GRAT, and Joel S. Ehrenkranz, as a co-trustee of the GRAT, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 2,531,471 shares of Class A Common Stock and the 3,829,216 shares of Class B Common Stock owned by the GRAT. 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. 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 Reporting Person is the Nominee of Leonard A. Lauder. 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 6, 2002 /s/ William P. Lauder --------------------- Page 6 of 8 EXHIBIT INDEX ------------- Exhibit A -- List of Parties to the Stockholders' Agreement Page 7 of 8 EX-99 3 a2-5sc13ga11ex99.txt EXHIBIT A EXHIBIT A --------- List of Parties to the Stockholders' Agreement ---------------------------------------------- Leonard A. Lauder, (a) individually, (b) as Trustee of The Estee Lauder 1994 Trust and (c) as Trustee of The 1995 Estee Lauder LAL Trust Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald S. Lauder 1966 Trust, (c) as Trustee of The Estee Lauder 1994 Trust and (d) as Trustee of The 1995 Estee Lauder RSL Trust William P. Lauder, (a) individually and (b) as Trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust Gary M. Lauder, (a) individually, (b) as Trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust, (c) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder and (d) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Rachel Lauder. LAL Family Partners L.P. Lauder & Sons L.P. Joel S. Ehrenkranz, (a) as Trustee of The 1992 Leonard A. Lauder Grantor Retained Annuity Trust and (b) as Trustee of The 1995 Estee Lauder LAL Trust 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 1995 Estee Lauder RSL Trust and (d) as Trustee of Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer as Grantor. Ira T. Wender, (a) as Trustee of The Estee Lauder 1994 Trust, (b) as Trustee of The 1995 Estee Lauder LAL Trust and (c) as Trustee of The 1995 Estee Lauder RSL Trust The Estee Lauder Companies Inc. The Ronald S. Lauder Foundation Daniel J. Aaron, as Trustee of the Separate Share Trust f/b/o Gary M. Lauder u/a/d December 15, 1976, created by Leonard A. Lauder, as Grantor Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----