0000909518-09-000604.txt : 20090924 0000909518-09-000604.hdr.sgml : 20090924 20090924164016 ACCESSION NUMBER: 0000909518-09-000604 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090924 DATE AS OF CHANGE: 20090924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 1992 GRAT REMAINDER TRUST FBO GARY LAUDER CENTRAL INDEX KEY: 0001260297 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 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: 091085336 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 SC 13D/A 1 mm09-2409glauder_sc13da3.htm

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
________________________
(Amendment No. 3)

The Estée Lauder Companies Inc.
(Name of Issuer)
Class A Common Stock, par value $.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)
September 22, 2009
(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 §§ 240-13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
	Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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:						1992 GRAT Remainder Trust f/b/o Gary M. Lauder
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:								(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS:				(see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):								o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:						New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER:				1,343,846 (see Item 5)
		8		SHARED VOTING POWER:				-0-
		9		SOLE DISPOSITIVE POWER:				1,343,846 (see Item 5)
		10		SHARED DISPOSITIVE POWER:				-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:							1,343,846 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:								o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):										1.1% (see Item 5)
14	TYPE OF REPORTING PERSON:						OO

This Amendment No. 3 amends the Schedule 13D first filed with the Securities and Exchange Commission on October 17, 2003, and the amendments thereto (the “Schedule 13D”), and is filed by the 1992 GRAT Remainder Trust f/b/o Gary M. Lauder (the “Reporting Person”), with respect to the Class A Common Stock, par value $.01 per share (the “Class A Common Stock”), of The Estée 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 Article Second Trust f/b/o Gary M. Lauder u/a/d November 30, 1992, between Leonard A. Lauder, as grantor, and Joel S. Ehrenkranz, as trustee.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is supplemented as follows:

The information set forth in Item 6 of this Amendment No. 3 regarding the exchange of shares is incorporated by reference herein.

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. 3 are incorporated herein by reference. As of September 23, 2009, the Reporting Person beneficially owned 1,343,846 shares of Class A Common Stock as follows: 1,343,846 shares of Class A Common Stock and no shares of Class B Common Stock. This constitutes approximately 1.1% of the number of shares of Class A Common Stock outstanding (based on the number of shares of Class A Common Stock outstanding as of August 14, 2009, as set forth in the Issuer’s Form 10-K for the fiscal year ended June 30, 2009).

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.

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 1,343,846 shares of Class A Common Stock and no shares of Class B Common Stock beneficially owned by the Reporting Person constitute 0.1% of the aggregate voting power of the Issuer (based on the number of shares of Class A Common Stock and Class B Common Stock outstanding as of August 14, 2009, as set forth in the Issuer’s Form 10-K for the fiscal year ended June 30, 2009).

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. 3 and (ii) Item 5(a) hereof are incorporated herein by reference. As co-trustees of the Reporting Person, Gary M. Lauder, William P. Lauder and Joel

S. Ehrenkranz share voting and dispositive power with respect to the shares of Class A Common Stock owned by the Reporting Person.

(c) Except as disclosed in Item 6, the Reporting Person has not effected any transaction in Class A Common Stock during the past 60 days.

(d) Joel S. Ehrenkranz, as trustee of the Reporting Person, has the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock, if any, owned by the Reporting Person. Gary M. Lauder, as beneficiary of the Reporting Person, and certain other beneficiaries of the Reporting Person, have the right to receive (at the sole discretion of Joel S. Ehrenkranz) dividends from, or the proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock, if any, owned by the Reporting Person. William P. Lauder, as beneficiary of the Reporting Person, and certain other beneficiaries of the Reporting Person, have the right to receive (at the sole discretion of Joel S. Ehrenkranz), on a contingent basis, dividends from, or the proceeds from the sale of, the shares of contingent basis, dividends from, or the proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock, if any, owned by the Reporting Person.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is supplemented as follows:

On September 22, 2009, there was a transfer by the Reporting Person to LAL Family Partners L.P. (“LALFP”) of 1,343,846 shares of Class B Common Stock, in exchange for the transfer by LALFP to the Reporting Person of 1,343,846 shares of Class A Common Stock.

The Stockholders’ Agreement was amended by Amendment No. 7 to the Stockholders’ Agreement, effective September 2, 2009, to delete a party, provide for certain additional permitted transfers, and clarify the rights of certain stockholder parties. A copy of Amendment No. 7 to the Stockholders’ Agreement is filed as Exhibit I hereto, and an updated list of parties to the Stockholders’ Agreement is attached as Exhibit J hereto.

Item 7.

Material to be Filed as Exhibits

Item 7 is supplemented as follows:

Exhibit I

Amendment No. 7 to Stockholders’ Agreement.

Exhibit J

List of parties to Stockholders’ Agreement (as of September 2, 2009).

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: September 24, 2009

1992 GRAT Remainder Trust f/b/o

Gary M. Lauder

By:

/s/ Joel S. Ehrenkranz

Joel S. Ehrenkranz, Trustee

EXHIBIT INDEX

Exhibit I

Amendment No. 7 to Stockholders’ Agreement.

Exhibit J

List of parties to Stockholders’ Agreement (as of September 2, 2009).

EX-99 2 mm09-2409glauder_sc13da3exi.htm

EXHIBIT I

AMENDMENT NO. 7 TO STOCKHOLDERS' AGREEMENT

AMENDMENT NO. 7 (this “Amendment”), effective as of September 2, 2009, to that certain STOCKHOLDERS’ AGREEMENT (the “Stockholders’ Agreement”), dated November 22, 1995, as amended by that Amendment No. 1, effective September 11, 1996, and as amended by that Amendment No. 2, effective as of December 10, 1996, and as amended by that Amendment No. 3, effective as of February 4, 1997, and as amended by that Amendment No. 4, effective as of June 30, 2000, and as amended by that Amendment No. 5, effective as of April 5, 2002, and as amended by that Amendment No. 6, effective as of December 17, 2004 by and among Leonard A. Lauder, Ronald S. Lauder, William P. Lauder, Gary M. Lauder, LAL Family Partners L.P., The Ronald S. Lauder Foundation, Gary M. Lauder as Custodian under the New York Uniform Transfers to Minors Act f/b/o Rachel Lauder, Gary M. Lauder as Custodian under the New York Uniform Transfers to Minors Act f/b/o Danielle Lauder and the trustees of the various trusts set forth on the signature pages hereof (hereinafter collectively referred to as the “Stockholders”), and THE ESTÉE LAUDER COMPANIES INC., a corporation organized under the laws of the State of Delaware (the “Corporation”). Capitalized terms defined in the Stockholders’ Agreement and not otherwise defined herein being used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Stockholders desire to amend the Stockholders’ Agreement to (i) delete certain Stockholders as parties thereto, (ii) provide for certain additional Permitted Transfers thereunder and (iii) clarify the rights of certain Stockholders party thereto.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

Article 1.

Amendment.

(a) Amendment. The Stockholders’ Agreement is hereby amended to delete The Rockefeller Trust Company as a party to the Stockholders’ Agreement.

(b) Amendment to Section 2.1. Section 2.1 of the Stockholders’ Agreement is hereby amended and restated in its entirety to read as follows:

“2.1. Public Sales and Certain Gifts, Bequests and Distributions. Any Stockholder may Transfer shares of Class A Common Stock pursuant to a widely distributed public offering of such shares registered under the Securities Act of 1933, as amended (the “Securities Act"), or pursuant to Rule 144 (or any successor rule or regulation to Rule 144) under the Securities Act, without regard to the limitations imposed by this Agreement. In addition, any Stockholder may Transfer to persons who are not Family Members (as defined below) shares of Class A Common Stock in connection with a marital dissolution of such Stockholder’s marriage or by gift, bequest or, in the case of Stockholders who are the trustees of a Family Controlled Trust (as defined below) or the executors of the estate of a Lauder Descendant (as defined below), by distribution from such Family Controlled Trust or such estate to one or more beneficiaries thereof who are not Family Members without regard to the limitations imposed by this

Agreement; provided, however, that the aggregate amount of shares of Class A Common Stock so Transferred by any one Stockholder to all such transferees of that Stockholder in a 90-day period may not exceed 1% of the outstanding Shares. When two or more Stockholders act in concert for the purpose of making gifts or distributions of shares of Class A Common Stock to a person who is not a Family Member (including his, her or its affiliates that are not Family Members), such shares shall be aggregated for the purposes of the limitation in the immediately preceding sentence. For purposes of this Section 2.1, the trustees of a Family Controlled Trust in their capacity as trustees of such Family Controlled Trust shall be deemed to be a single Stockholder and the executors of the estate of a Lauder Descendant in their capacity as executors of such estate shall be deemed a single stockholder.”

(c) Amendment to Section 2.2. Section 2.2 of the Stockholders’ Agreement is hereby amended by replacing the period after “an undertaking in substantially the form attached hereto as Exhibit A” with “; provided, further, that, notwithstanding anything to the contrary in this Section 2.2, the trustees, in their respective capacities as such, of a Family Controlled Trust the primary beneficiary of which is a Spouse of a Lauder Descendant that are not parties to this Agreement in their capacities as trustees of that trust and to whom are Transferred shares of Class A Common Stock from a Stockholder in connection with a marital dissolution of a Lauder Descendant shall not be required to execute and deliver such undertaking solely as a consequence of such Transfer if, immediately after such Transfer, the aggregate amount of shares of Class A Common Stock Transferred by all Stockholders in connection with such same marital dissolution to any Family Controlled Trust the primary beneficiary of which is a Spouse of a Lauder Descendant would be less than 1% of the outstanding Shares (but, for the avoidance of doubt, would be required to execute and deliver such undertaking to the Corporation if they received in such capacity any shares of Class B Common Stock). Notwithstanding the provisions of Section 2.5(c) of this Agreement and solely for purposes of the second proviso of this Section 2.2, the “primary beneficiary” of a Family Controlled Trust will be deemed to be a Spouse of a Lauder Descendant if such Spouse of a Lauder Descendant is the sole income beneficiary and, if principal may be distributed, the sole principal beneficiary of such trust for his or her life.”

(d)

Amendment to Article 4.

(i) Subsection 4(b) of the Stockholders’ Agreement is hereby amended and restated as follows:

“(b) In the event that a designee of LAL or RSL ceases to be a member of the Board of Directors by virtue of resignation, removal, death or disability, then the Stockholder who designated such person, so long as he has the right to designate a nominee, shall designate another person to fill that vacancy.”

(ii) Article 4 of the Stockholders’ Agreement is hereby amended by adding the following after clause (d) thereof:

“(e) In the event that LAL is not a member of the Board of Directors for any reason other than his death or disability, he may designate WPL or GML to replace him as a person to be voted a director under subsection (a) of Article 4. In

the event of LAL’s death or disability after he ceases to be a member of the Board of Directors, LAL shall be deemed to have ceased to be a member of the Board of Directors by reason of such death or disability for purposes of subsection (c) of Article 4.

(f) In the event that RSL is not a member of the Board of Directors for any reason other than his death or disability, he may designate AL or JL to replace him as a person to be voted a director under subsection (a) of Article 4. In the event of RSL’s death or disability after he ceases to be a member of the Board of Directors, RSL shall be deemed to have ceased to be a member of the Board of Directors by reason of such death or disability for purposes of subsection (d) of Article 4.”

Article 2.

Miscellaneous.

(a) Upon the effectiveness of this Amendment, each reference in the Stockholders’ Agreement to “this agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Stockholders’ Agreement as amended hereby.

(b) This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the provisions, policies or principles thereof respecting conflict or choice of laws.

(c) This Amendment shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and to the Stockholders and their respective heirs, personal representatives, successors and assigns.

(d) This Amendment may not be changed orally, but only by an agreement in writing as signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

(e) With respect to obligations of trustees who are parties hereto in their capacity as trustees of one or more trusts, this Amendment shall be binding upon such trustees only in their capacities as trustees, not individually and not with respect to any Shares, other than Shares held by them in their capacity as trustees of such trusts.

(f) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first above written.

	THE ESTÉE LAUDER COMPANIES INC.



	By: /s/ Sara E. Moss
	Name: Sara E. Moss Title: Executive Vice President and General Counsel


	/s/ Leonard A. Lauder
	Leonard A. Lauder, (a) individually and (b) as Trustee of The Estée Lauder 2002 Trust



	/s/ Ronald S. Lauder
	Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of RSL 1966 Trust, (c) as Chairman of the Ronald S. Lauder Foundation and (d) as Trustee of The Estée Lauder 2002 Trust



	/s/ William P. Lauder
	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

[SIGNATURE PAGE TO AMENDMENT NO. 7 TO STOCKHOLDERS' AGREEMENT]

	/s/ Gary M. 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




	/s/ Joel S. Ehrenkranz
	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 Vice President and Director of LAL Family Corporation, the sole general partner of LAL Family Partners, L.P.




	/s/ Richard D. Parsons
	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 Estée 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

[SIGNATURE PAGE TO AMENDMENT NO. 7 TO STOCKHOLDERS' AGREEMENT]

	/s/ George W. Schiele
	George W. Schiele, as President and Director of LAL Family Corporation, the sole general partner of LAL Family Partners, L.P.



	/s/ Ira T. Wender
	Ira T. Wender, as Trustee of The Estée Lauder 2002 Trust



	/s/ Aerin Lauder Zinterhofer
	Aerin Lauder Zinterhofer, as Trustee of The Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust



	THE ROCKEFELLER TRUST COMPANY (DELAWARE), as Trustee of the Aerin Lauder Zinterhofer 2004 GRAT



	By: /s/ Christine Anne Welch
	Name: Christine Anne Welch Title: Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 7 TO STOCKHOLDERS' AGREEMENT]

EX-99 3 mm09-2409glauder_sc13da3exj.htm

EXHIBIT J

List of Parties to the Stockholders’ Agreement (as of September 2, 2009)

Leonard A. Lauder, (a) individually and (b) as Trustee of The Estée 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 Estée 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 Estée 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 Estée Lauder 2002 Trust

The Estée Lauder Companies Inc.

The Ronald S. Lauder Foundation