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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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(AMENDMENT NO. 7)*
THE ESTEE LAUDER COMPANIES INC.
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(NAME OF ISSUER)
CLASS A COMMON STOCK, 518439 10 4
PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 2002
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(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)
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*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 9 Pages
Exhibit Index Appears on Page 8
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CUSIP No. 518439 10 4 13G Page 2 of 9
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----------------------------- --------------------------------------------------- --------------------------------------------------
1 NAME OF REPORTING PERSONS: LEONARD A. LAUDER
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(A) [_]
(B) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES OF AMERICA
------------------------------------ ------ ------------------------------------------------ ---------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 55,635,113
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 15,551,903
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 55,635,113
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 15,551,903
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 71,187,016 ** SEE ITEM 4
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
** SEE ITEM 4 [X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 38.5%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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 Leonard A.
Lauder with a business address of 767 Fifth
Avenue, New York, New York 10153 (the "Reporting
Person"). The Reporting Person is a citizen of the
United States of America.
(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, 2002, the Reporting Person
beneficially owned 71,187,016 shares of Class A
Common Stock as follows: (i) 5,150,269 shares of
Class A Common Stock held directly by the
Reporting Person; (ii) 3,579,302 shares of Class A
Common 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 majority stockholder of LAL Family
Corporation, which is the sole general partner of
LAL Family Partners L.P.; (iii) 10,188,803 shares
of Class B Common Stock held indirectly as
co-trustee of the Estee Lauder 2002 Trust; (iv)
15,384 shares of Class A Common Stock and
3,846,154 shares of Class B Common Stock held
indirectly as a general partner of Lauder & Sons
L.P. and as a co-trustee of The 1995 Estee Lauder
LAL Trust, which is also a general partner of
Lauder & Sons L.P.; (v) 1,187,700 shares of Class
A Common Stock as co-trustee of the Estee Lauder
2001 Charitable Trust (the "EL 2001 Trust"); (vi)
313,862 shares of Class A Common held indirectly
as a director of The Lauder Foundation; and (vii)
4,200,002 shares of Class A Common Stock subject
to exercisable employee stock options held by the
Reporting Person. The shares of Class A Common
Stock beneficially owned by the Reporting Person
exclude 390,000 shares owned by his wife and
121,300 shares subject to exercisable employee
stock options held by his wife, for which the
Reporting Person disclaims beneficial ownership.
The Reporting Person also disclaims beneficial
ownership of the 313,862 shares of Class A Common
Stock held indirectly as a director of The Lauder
Page 3 of 9 Pages
Foundation. The shares owned by the EL 2001 Trust
are not covered by the Stockholders' Agreement (as
defined below).
At December 31, 2002, the 5,150,269 shares of
Class A Common Stock held directly by the
Reporting Person included 3,394,986 shares of
Class A Common Stock loaned to Ronald S. Lauder.
Ronald S. Lauder is obligated to repay this loan
upon demand by the Reporting 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
71,187,016 shares of Class A Common Stock, which
would constitute 38.5% 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 14,446,519 shares of Class A Common
Stock and the 56,740,497 shares of Class B Common
Stock beneficially owned by the Reporting Person
constitute 48.0% of the aggregate voting power of
the Issuer.
(c) The Reporting Person has sole voting and
dispositive power with respect to: (i)
5,150,269 shares of Class A Common Stock held
directly by the Reporting Person; (ii) 3,579,302
shares of Class A Common Stock and the 42,705,540
shares of Class B Common Stock held indirectly as
the majority stockholder of LAL Family
Corporation, which is the sole general partner of
LAL Family Partners L.P.; and (iii) 4,200,002
shares of Class A Common Stock subject to
exercisable employee stock options held by the
Reporting Person. The Reporting Person shares
voting power with Ronald S. Lauder and dispositive
power with Ronald S. Lauder and Ira T. Wender, (i)
as co-trustees of The Estee Lauder 2002 Trust,
with respect to 10,188,803 shares of Class B
Common Stock owned by The Estee Lauder 2002 Trust.
and (ii) as co-trustees of the 2001 Trust with
respect to the 1,187,700 shares of Class A Common
Stock owned by the EL 2002 Trust. The Reporting
Person shares voting and dispositive power with
respect to 15,384 shares of Class A Common Stock
and 3,846,154 shares of Class B Common Stock owned
by Lauder & Sons L.P. as follows: (i) the
Reporting Person shares voting and dispositive
power with Ronald S. Lauder, as an individual
Page 4 of 9 Pages
general partner of Lauder & Sons L.P. and as a
co-trustee of The 1995 Estee Lauder RSL Trust,
which is a general partner of Lauder & Sons L.P.;
(ii) the Reporting Person shares dispositive power
with Richard D. Parsons and Ira T. Wender, as
co-trustees of The 1995 Estee Lauder RSL Trust,
which is a general partner of Lauder & Sons L.P.;
and (iii) the Reporting Person shares dispositive
power with Joel S. Ehrenkranz and Ira T. Wender,
as co-trustees of The 1995 Estee Lauder LAL Trust,
which is a general partner of Lauder & Sons L.P.
The Reporting Person shares voting and dispositive
power with respect to 313,862 shares of Class A
Common Stock held indirectly as a director of The
Lauder Foundation.
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
William P. Lauder and Gary M. Lauder, as
stockholders of LAL Family Corporation, which is
the sole general partner of LAL Family Partners
L.P., have the right to receive or the power to
direct the receipt of dividends from, or the
proceeds from the sale of the 3,579,302 shares of
Class A Common Stock and the 42,705,540 shares of
Class B Common Stock owned by LAL Family Partners
L.P. Ronald S. Lauder, as a co-trustee and
beneficiary of The Estee Lauder 2002 Trust, and
Ira T. Wender, as a co-trustee of The Estee Lauder
2002 Trust, have the right to receive or the power
to direct the receipt of dividends from, or the
proceeds from the sale of the 10,188,803shares of
Class B Common Stock owned by The Estee Lauder
2002 Trust. Ronald S. Lauder as co-trustee and
beneficiary of the EL 2001 Trust, has the right to
receive and the power to direct the receipt of
dividends from, or proceeds from the sale of
1,187,700 shares of Class A Common Stock owned by
the EL 2001 Trust. The following persons have the
right to receive or the power to direct the
receipt of dividends from, or the proceeds from
the sale of the 15,384 shares of Class A Common
Stock and the 3,846,154 shares of Class B Common
Stock owned by Lauder & Sons L.P.: (i) Ronald S.
Lauder, as an individual general partner of Lauder
& Sons L.P. and as a co-trustee and beneficiary of
The 1995 Estee Lauder RSL Trust, which is a
general partner of Lauder & Sons L.P.; (ii)
Richard D. Parsons and Ira T. Wender, as
co-trustees of The 1995 Estee Lauder RSL Trust,
which is a general partner of Lauder & Sons L.P.;
and (iii) Joel S. Ehrenkranz and Ira T. Wender, as
co-trustees of The 1995 Estee Lauder LAL Trust,
which is a general partner of Lauder & Sons L.P.
The Lauder Foundation, of which the Reporting
Person is a director, has the right to receive or
the power to direct the receipt of dividends from,
or the proceeds from the sale of the 313,862
shares of Class A Common Stock owned by The Lauder
Foundation.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
Page 5 of 9 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
The Reporting Person 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 6 of 9 Pages
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.
Date: February 7, 2003 By: /s/ Leonard A. Lauder
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Leonard A. Lauder
Page 7 of 9 Pages
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 8 of 9 Pages