-----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, Gs1VY4ysU7hrazL9ipXYLP6fSvwnDvhBSositkNy/po0GT6ntoCuSYNWjgs2vx3B I/K0X8EoJykHvoWr8XGl+w== 0000909518-07-000082.txt : 20070205 0000909518-07-000082.hdr.sgml : 20070205 20070205160032 ACCESSION NUMBER: 0000909518-07-000082 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070205 DATE AS OF CHANGE: 20070205 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: 005-48157 FILM NUMBER: 07580389 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: LAL FAMILY CORP CENTRAL INDEX KEY: 0001008093 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 mm02-0507_lalcorp13g.txt AMEND. NO. 7 ============================================================================== 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. 7)* 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, 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) [_] 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 7 Pages Exhibit Index Appears on Page 6 ============================================================================== - ----------------------------------------- ------------------------------ CUSIP No. 518439 10 4 13G Page 2 of 7 - ----------------------------------------- ------------------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING LAL FAMILY CORPORATION PERSONS: 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 DELAWARE ORGANIZATION: - ------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: -- SHARES ------------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER: 45,534,842 OWNED BY ------------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER: -- REPORTING ------------------------------------------------------------ PERSON WITH 8 SHARED DISPOSITIVE POWER: 45,534,842 - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY 45,534,842 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): 27.3% ** SEE ITEM 4 - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: CO - ------------------------------------------------------------------------------- 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 LAL Family Corporation with a business address of 767 Fifth Avenue, New York, New York 10153 (the "Reporting Person"). The Reporting Person is a Delaware corporation. (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, 2006, the Reporting Person beneficially owned 45,534,842 shares of Class A Common Stock as follows: 2,829,302 shares of Class A Common Stock 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 sole general partner of LAL Family Partners L.P., which owns the shares. (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 45,534,842 shares of Class A Common Stock, which would constitute 27.3% 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 2,829,302 shares of Class A Common Stock and the 42,705,540 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 45.3% of the aggregate voting power of the Issuer. (c) Leonard A. Lauder, as the majority stockholder of the Reporting Person, which is the sole general partner of the LAL Family Partners L.P., has sole voting and dispositive Page 3 of 7 power with respect to the 2,829,302 shares of Class A Common Stock and the 42,705,540 shares of Class B Common Stock owned by LAL Family Partners L.P. 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 the majority stockholder of the Reporting Person, which is the sole general partner of LAL Family Partners L.P., and William P. Lauder and Gary M. Lauder, as stockholders 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 2,829,302 shares of Class A Common Stock and the 42,705,540 shares of Class B Common Stock owned by LAL Family Partners L.P. 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 LAL Family Partners L.P., which owns the stock, 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. LAL Family Corporation Date: February 5, 2007 By: /s/ Leonard A. Lauder --------------------------------- Leonard A. Lauder President Page 5 of 7 EXHIBIT INDEX ------------- Exhibit A -- List of Parties to the Stockholders' Agreement Page 6 of 7 EXHIBIT A --------- List of Parties to the Stockholders' Agreement ---------------------------------------------- Leonard A. Lauder, (a) individually, (b) as Trustee of The Estee Lauder 2002 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 2002 Trust and (d) as Trustee of The 1995 Estee Lauder RSL 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, (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder and (c) 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 Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor and (d) as Trustee of The 1995 Estee Lauder RSL Trust Ira T. Wender, (a) as Trustee of The Estee Lauder 2002 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 Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----