rrd68592_77566.html

-----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, KbNWN1EIysVqyzlnsbE9KWl5TQ5N2i2D70bHzX1O+USQtoKLJYvikVPZ6CLErVcU zt/XexZ/q4FhQ+wElIRzAA== 0001181431-05-031007.txt : 20050611 0001181431-05-031007.hdr.sgml : 20050611 20050526161000 ACCESSION NUMBER: 0001181431-05-031007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050524 FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 ISSUER: 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: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAUDER RONALD S CENTRAL INDEX KEY: 0000942617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14064 FILM NUMBER: 05860328 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STE 4200 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 4 1 rrd80263.xml MAY 24, 2005 X0202 4 2005-05-24 0 0001001250 ESTEE LAUDER COMPANIES INC EL 0000942617 LAUDER RONALD S THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK NY 10153 1 1 1 0 Chairman Clinique Labs, Inc. Class A Common Stock 2005-05-24 4 M 0 150000 13 A 207553 D Class A Common Stock 2005-05-24 4 C 0 750000 0 A 957553 D Class A Common Stock 2005-05-24 4 J 0 750000 0 D 207553 D Class A Common Stock 2005-05-24 4 J 0 750000 A 957553 D Class A Common Stock 2005-05-24 4 C 0 972000 0 A 1929553 D Class A Common Stock 2005-05-24 4 D 0 1872000 39.25 D 57553 D Class A Common Stock 2005-05-24 4 J 0 15384 D 0 I By Lauder & Sons L.P. Class A Common Stock 3182 I By Descendants of RSL 1966 Trust Option (Right to Buy) 13 2005-05-24 4 M 0 150000 0 D 1999-01-01 2005-11-16 Class A Common Stock 150000 0 D Class B Common Stock 0 2005-05-24 4 C 0 750000 0 D Class A Common Stock 750000 17893019 D Class B Common Stock 0 2005-05-24 4 J 0 750000 D Class A Common Stock 972000 17143019 D Class B Common Stock 0 2005-05-24 4 C 0 972000 0 D Class A Common Stock 972000 16171019 D Class B Common Stock 0 2005-05-24 4 S 0 128000 39.25 D Class A Common Stock 128000 16043019 D Class B Common Stock 0 2005-05-24 4 J 0 3846154 D Class A Common Stock 3846154 0 I By Lauder & Sons L.P. Class B Common Stock 0 Class A Common Stock 3182 3182 I By Descendents of RSL 1966 Trust Class B Common Stock 0 Class A Common Stock 40220 40220 I The Estee Lauder 2002 Trust On May 24, 2005, the Reporting Person converted 750,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock. Delivery of shares by the Reporting Person to satisfy, in part, a stock loan entered into prior to the Issuer's initial public offering. The Reporting Person exchanged 750,000 shares of Class B Common Stock for 750,000 shares of Class A Common Stock held by his daughter, Aerin Lauder Zinterhofer. On May 24, 2005, the Reporting Person converted an additional 972,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock. The Reporting Person sold 1,872,000 shares of Class A Common Stock to the Issuer for a purchase price of $39.25 per share (the closing price of the Class A Common Stock on May 24, 2005) in a transaction approved by the Issuer's independent directors. The Reporting Person has a short position of 2,644,986 shares of Class A Common Stock established prior to the Issuer's initial public offering. On May 24, 2005, Lauder & Sons L.P. ("L&S") redeemed the Reporting Person's 0.1992% general partnership interest in L&S at a redemption price equal to the Reporting Person's proportionate interest in the securities held by L&S, with those securities valued at $39.25 per share (the closing price of the Class A Common Stock on that date). At the same time, L&S redeemed the 0.1992% general partnership interest of the Reporting Person's brother, Leonard A. Lauder ("LAL"), at the same redemption price. As a result, the Reporting Person and LAL have ceased to report beneficial ownership of securities held by L&S, because they have ceased to have voting or dispositive power over such securities. On May 24, 2005, the date of the redemption of general partnership interests discussed in Note 7 above, L&S owned 15,384 shares of Class A Common Stock and 3,846,154 shares of Class B Common Stock. The redemption did not affect L&S's ownership of these securities. After giving effect to the redemption, the remaining general partnership interests in L&S are held 50% by a trust, The RSL Article VII 2002 Trust, of which the Reporting Person is a beneficiary, and 50% by two trusts, The 1995 Estee Lauder LAL Trusts #1 and #2, of which LAL is a beneficiary. None of the Reporting Person, LAL or members of their families are trustees of the trusts. The options that were exercised were part of a grant of options that became exercisable in three equal tranches on January 1, 1999, January 1, 2000 and January 1, 2001. Exercise of stock options. There is no exercise or conversion price for the Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-for-one basis. Shares of Class B Common Stock may be converted immediately on a one-for-one basis by the holder and are automatically converted into Class A Common Stock on a one-for-one basis upon transfer to a person or entity that is not a "Permitted Transferee" or soon after a record date for a meeting of stockholders where the outstanding Class B Common Stock constitutes less than 10% of the outstanding shares of Common Stock of the Issuer. On May 24, 2005, the Reporting Person sold 128,000 shares of Class B Common Stock to the Reporting Person's nephew, William P. Lauder, for a purchase price of $39.25 per share (the closing price of the Class A Common Stock on May 24, 2005). Ronald S. Lauder, by Spencer G. Smul, Attorney-in-fact 2005-05-26 EX-24.1 2 rrd68592_77566.htm POWER OF ATTORNEY rrd68592_77566.html

POWER OF ATTORNEY

          Know all by these presents, that the undersigned hereby constitutes
and appoints each of  Sara E. Moss, Spencer G. Smul, Robin S. Elkowitz and
Kerrian N. Thomas, signing singly, the undersigned's true and lawful attorney-
in-fact to:

(1)        execute for and on behalf of the undersigned, in the undersigned's
capacity as a stockholder or other beneficial owner of securities of The Estee
Lauder Companies Inc. (the "Company"), Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;

(2)        do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments
thereto, and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and

(3)        take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with, or liabilities that may arise
under, Section 16 of the Securities Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 20 day of February, 2005.




/s/ Ronald S. Lauder
Ronald S. Lauder

-----END PRIVACY-ENHANCED MESSAGE-----