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) :
December 19, 2003
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 5. OTHER EVENTS.
On December 19, 2003, The Estee Lauder Companies Inc. issued a press release
announcing a restructuring of its outstanding redeemable preferred stock. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
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: December 19, 2003 By: /s/Richard W. Kunes
--------------------------------
Richard W. Kunes
Senior Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Exhibit 99.1
The
Estee News:
Lauder Contact:
Companies Inc. Investor Relations:
Dennis D'Andrea
(212) 572-4384
767 Fifth Avenue Media Relations:
New York, NY 10153 Sally Susman
(212) 572-4430
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FOR IMMEDIATE RELEASE:
ESTEE LAUDER COMPANIES ANNOUNCES RESTRUCTURING OF ITS
REDEEMABLE PREFERRED STOCK
New York, NY, December 19, 2003 - The Estee Lauder Companies Inc. (NYSE: EL)
announced today that it has agreed with the trustee of The Estee Lauder 1994
Trust and the trustees of the LAL 1995 Preferred Stock Trust to exchange all
$360 million of their outstanding shares of $6.50 Cumulative Redeemable
Preferred Stock due 2005 with a new series of Cumulative Redeemable Preferred
Stock due 2015. Dividends on the new 2015 Preferred Stock will be payable at a
rate per annum of 4.75%, payable quarterly, until June 30, 2005, down from 6.5%
during that period, and thereafter will be payable at a rate set semi-annually
and equal to the after-tax yield on six-month U.S. Treasuries. For example, had
the rate been set for the six months ending December 31, 2003, the rate would
have been 0.58%.
The 2015 Preferred Stock has a mandatory redemption date of June 30, 2015. It
may be put to the Company under certain circumstances, and may be called for
redemption by the Company under certain similar circumstances; however, in each
case the puts or calls may not occur until after the passing of Mrs. Lauder. For
the shares held by the LAL 1995 Preferred Stock Trust (which will hold $68.4
million of the principal amount of the shares of 2015 Preferred Stock after the
exchange), the Company's call right will not be exercisable until the
thirteenth-month anniversary of Mrs. Lauder's passing. However, if the Company
calls and pays for the other shares of the 2015 Preferred Stock prior to June
30, 2005, then the dividend rate on the shares held by the LAL 1995 Preferred
Stock Trust, or its transferees, will automatically switch to the one based on
six-month U.S. Treasuries upon Mrs. Lauder's passing even if prior to June 30,
2005.
The transaction offers the Company meaningful benefits in terms of the reduction
of the dividend rate on its outstanding preferred stock and is expected to close
on December 31, 2003. In connection with the exchange, the holders of the 2015
Preferred Stock have agreed to accept the reduced dividend rate for the quarter
ending that day. The savings for the quarter ending December 31, 2003 will
amount to $1.6 million, and if the preferred stock remains outstanding for the
rest of fiscal 2004, will result in savings of approximately $4.7 million for
the fiscal year. The transaction was approved by the Company's Board of
Directors as well as a Special Committee of independent directors who negotiated
the terms of the transaction with the holders of the 2005 Preferred Stock. The
Special Committee was advised by and received a fairness opinion with respect to
the transaction from Allen & Company LLC.
The forward-looking statements in this press release, including those containing
words like "believe" and "expect" involve risks and uncertainties. Factors that
could cause actual results to differ materially from those forward-looking
statements include an early, mandatory redemption of the 2015 Preferred Stock,
changes in interest rates and changes in law.
The Estee Lauder Companies Inc. is one of the world's leading manufacturers and
marketers of quality skin care, makeup, fragrance and hair care products. The
Company's products are sold in over 130 countries and territories under well-
recognized brand names, including Estee Lauder, Clinique, Aramis,
Prescriptives, Origins, M.A.C, Bobbi Brown, Tommy Hilfiger, La Mer, jane,
Donna Karan, Aveda, Stila, Jo Malone, Bumble and bumble, kate spade beauty,
Darphin, Michael Kors and Rodan & Fields.
An electronic version of this release can be found at the Company's Website,
www.elcompanies.com.
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