-----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, TSjIcd0Vn0A5dX4IKV88GCyCxG3CbbsGzdTIWh/ABdTd06Cm6GW6+DKPxIsL5d0a +uTi8cxEKS7kkz0216xdQQ== 0000909518-08-000242.txt : 20080306 0000909518-08-000242.hdr.sgml : 20080306 20080306172642 ACCESSION NUMBER: 0000909518-08-000242 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080306 DATE AS OF CHANGE: 20080306 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48157 FILM NUMBER: 08672000 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 GARY M REVOCABLE TRUST UAD 8/10/2000 CENTRAL INDEX KEY: 0001173609 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THE ESTEE LAUDER COMPANIES INC STREET 2: 767 FIFTH AVE. CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: C/O THE ESTEE LAUDER COMPANIES INC STREET 2: 767 FIFTH AVE. CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 mv3-6_13da1.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) THE ESTEE LAUDER COMPANIES INC. ------------------------------- (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE 518439 10 4 ------------------------- ----------- (Title of class of securities) (CUSIP number) CAROL S. BOULANGER, ESQ. PILLSBURY WINTHROP SHAW PITTMAN LLP 1540 BROADWAY NEW YORK, NEW YORK 10036-4039 (212) 858-1000 --------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) MARCH 4, 2008 ------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240-13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. 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 that would alter disclosures provided in a prior cover page. The information required on 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 (the "Act") 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). ================================================================================
- ------------------------------------ --------------------- ------------------------------ ----------------------------------------- CUSIP No. 518439 10 4 13D Page 2 - ------------------------------------ --------------------- ------------------------------ ----------------------------------------- - ------------- -------------------------------------------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS: Gary M. Lauder Revocable Trust u/a/ dated October 6, 2003 (formerly known as the Gary M. Lauder Revocable Trust u/a/d as of August 10, 2000) - ------------- -------------------------------------------------------------------- ------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] - ------------- --------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------- ------------------------------- ------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - ------------- -------------------------------------------------------------------- ------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ] TO ITEM 2(d) OR 2(e): - ------------- -------------------------------------------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York - ------------------------ ------- ------------------------------------------- ------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER: -0- SHARES ------- ------------------------------------------- ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY ------- ------------------------------------------- ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING ------- ------------------------------------------- ------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER: -0- - ------------- -------------------------------------------------------------- ------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: -0- - ------------- -------------------------------------------------------------------- ------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - ------------- ------------------------------------------------------------------------------- ------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0% - ------------- -------------------------------------------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON: OO - ------------- -------------------------------------------------- ------------------------------------------------------------------
2 This Amendment No. 1 amends the Schedule 13D previously filed with the Securities and Exchange Commission on May 16, 2002 (the "Schedule 13D"), and is filed by the Gary M. Lauder Revocable Trust u/a dated October 6, 2003 (formerly known as the Gary M. Lauder Revocable Trust u/a/d as of August 10, 2000) (the "Reporting Person") ,with respect to the Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of The Estee Lauder Companies Inc. (the "Issuer"). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D. The complete name of the Reporting Person is the Second Amendment and Restatement of the Gary M. Lauder Revocable Trust u/a dated October 6, 2003. ITEM 5. INTEREST IN SECURITIES OF ISSUER Item 5 is supplemented as follows: (a) The responses of the Reporting Person to Rows (11) through (13) of the cover page of this Amendment No. 1 are incorporated herein by reference. As of March 5, 2008, the Reporting Person beneficially owned zero shares of Class A Common Stock, representing zero percent of the outstanding shares of Class A Common Stock of the Issuer. Other parties to the Stockholders' Agreement report their beneficial ownership separately on Schedule 13G or Schedule 13D, as the case may be. (b) The responses of the Reporting Person to (i) Rows (7) through (10) of the cover page of this Amendment No. 1 and (ii) Item 5(a) hereof are incorporated herein by reference. Gary M. Lauder, as the sole trustee of the Reporting Person, has sole voting and dispositive power with respect to shares of Class A Common Stock beneficially owned by the Reporting Person. (c) During the past 60 days, the Reporting Person (i) gifted 35,400 shares of Class A Common Stock on February 20, 2008, in accordance with a plan intending to satisfy the requirement of Rule 10b5-1(c) under the Exchange Act and (ii) effected the following sales of Class A Common Stock in market transactions through the NYSE in accordance with a plan intending to satisfy the requirements of Rule 10b5-1(c) under the Exchange Act: Trade Date of Amount of Price Transaction Securities* per Share* ----------- ----------- ---------- 2/20/2008 25,000 $42.0488 2/21/2008 25,000 $42.1384 2/22/2008 25,000 $41.8261 2/25/2008 25,000 $42.854 2/26/2008 25,000 $43.4235 2/27/2008 25,000 $43.5937 2/28/2008 25,000 $42.9064 2/29/2008 25,000 $42.4547 3/3/2008 25,000 $43.0958 3/4/2008 25,000 $43.156 * Shares of Class A Common Stock were sold over the day, and the aggregate amount and average price are indicated. Excludes brokerage commissions. 3 (d) Gary M. Lauder, as the sole trustee and beneficiary of the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock owned by the Reporting Person. (e) On March 4, 2008, the Reporting Person ceased to be a beneficial owner of more than five percent of the Class A Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is supplemented as follows: The Stockholders' Agreement was amended by Amendment No. 6 to the Stockholders' Agreement, effective December 14, 2004, to delete a party, and such amendment is Exhibit H hereto. The parties to the Stockholders' Agreement, as amended, are listed on Exhibit I hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is supplemented as follows: Exhibit H Amendment No. 6 to Stockholders' Agreement (Amendment No. 6 to Stockholders' Agreement (filed by the Issuer as Exhibit 10.2 to its Quarterly Report on Form 10-Q for the quarter ended December 31, 2004) (SEC File No. 1-14064) and incorporated by reference herein). Exhibit I List of parties to Stockholders' Agreement (as of March 5, 2008). 4 SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: March 6, 2008 Gary M. Lauder Revocable Trust u/a dated October 6, 2003 By: /s/ Gary M. Lauder --------------------------------- Gary M. Lauder, Trustee 5 EXHIBIT INDEX Exhibit H Amendment No. 6 to Stockholders' Agreement (Amendment No. 6 to Stockholders' Agreement (filed by the Issuer as Exhibit 10.2 to its Quarterly Report on Form 10-Q for the quarter ended December 31, 2004) (SEC File No. 1-14064) and incorporated by reference herein). Exhibit I List of parties to Stockholders' Agreement (as of March 5, 2008). EX-99 2 mv3-6ex_i.txt EXHIBIT I --------- 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 Estee Lauder Companies Inc. The Ronald S. Lauder Foundation The Rockefeller Trust Company (Delaware) as Trustee of the Aerin Lauder Zinterhofer 2004 GRAT -----END PRIVACY-ENHANCED MESSAGE-----