SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) :
September 17, 2002
The Estee Lauder Companies Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2408943
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
767 Fifth Avenue, New York, New York 10153
(Address of principal executive offices) (Zip Code)
Commission File Number: 1-14064
212-572-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
On September 17, 2002, each of the principal executive officer,
Fred H. Langhammer, and principal financial officer, Richard W. Kunes, of
The Estee Lauder Companies Inc., filed with the Securities and Exchange
Commission a sworn statement pursuant to Securities and Exchange Commission
Order No. 4-460.
In addition, the Annual Report on Form 10-K for the fiscal
year ended June 30, 2002, filed with the Securities and Exchange Commission on
September 17, 2002, by The Estee Lauder Companies Inc. was accompanied by
certifications by Mr. Langhammer and Mr. Kunes pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
A copy of each of the statements and the certifications is
attached hereto as an Exhibit (99.1, 99.2, 99.3 and 99.4).
In accordance with general instruction B.2 of Form 8-K, the
information in this report is furnished pursuant to Item 9 and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, or otherwise subject to the liability of that section.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE ESTEE LAUDER COMPANIES INC.
Date: September 17, 2002 By: /s/Richard W. Kunes
-------------------------
Richard W. Kunes
Senior Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Statement of Principal Executive Officer pursuant to Securities
and Exchange Commission Order No.4-460.
99.2 Statement of Principal Financial Officer pursuant to Securities
and Exchange Commission Order No.4-460.
99.3 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350.
99.4 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350.
Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Fred H. Langhammer, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of The Estee Lauder Companies Inc., and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the
period covered by such report (or in the case of a report on Form 8-K
or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the Fiscal Year ended June 30, 2002 of
The Estee Lauder Companies Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of The Estee Lauder Companies Inc. filed with the
Securities and Exchange Commission subsequent to the filing of the
Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Fred H. Langhammer Subscribed and sworn to
---------------------
Fred H. Langhammer before me this 17th day of
September 17, 2002 September 2002
/s/ Rose Reischer
-----------------
Notary Public
ROSE REISCHER
Notary Public, State of New York
No. 01RE4960525
Qualified in Nassau County
Cert. Filed in New York County
Commission Expires December 26, 2005
EXHIBIT 99.2
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Richard W. Kunes, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of The Estee Lauder Companies Inc., and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the Fiscal Year ended June 30, 2002
of The Estee Lauder Companies Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of The Estee Lauder Companies Inc. filed with the
Securities and Exchange Commission subsequent to the filing of the
Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Richard W. Kunes Subscribed and sworn to
--------------------
Richard W. Kunes before me this 17th day of
September 17, 2002 September 2002
/s/ Rose Reischer
-----------------
Notary Public
ROSE REISCHER
Notary Public, State of New York
No. 01RE4960525
Qualified in Nassau County
Cert. Filed in New York County
Commission Expires December 26, 2005
Exhibit 99.3
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(Subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of The Estee Lauder Companies Inc., a Delaware corporation
(the "Company"), does hereby certify, to such officer's knowledge, that:
The Annual Report on Form 10-K for the year ended June 30, 2002
(the "Form 10-K") of the Company fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d))
and the information contained in the Form 10-K fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: September 17, 2002 /s/ Fred H. Langhammer
-----------------------
Fred H. Langhammer
President and Chief Executive Officer
The foregoing certification is being furnished solely pursuant to
section 906 of the Sarbanes-Oxley Act of 2002(subsections (a) and (b) of section
1350, chapter 63 of title 18, United States Code) and for no other purpose.
Exhibit 99.4
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of The Estee Lauder Companies Inc., a Delaware corporation
(the "Company"), does hereby certify, to such officer's knowledge, that:
The Annual Report on Form 10-K for the year ended June 30, 2002
(the "Form 10-K") of the Company fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d))
and the information contained in the Form 10-K fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: September 17, 2002 /s/ Richard W. Kunes
---------------------
Richard W. Kunes
Senior Vice President and Chief
Financial Officer
The foregoing certification is being furnished solely pursuant to
section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of
section 1350, chapter 63 of title 18, United States Code) and for no other
purpose.