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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. 8)*
THE ESTEE LAUDER COMPANIES INC.
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(NAME OF ISSUER)
CLASS A COMMON STOCK,
PAR VALUE $.01 PER SHARE 518439 10 4
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(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
DECEMBER 31, 2003
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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)
[X] 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 11 Pages
Exhibit Index Appears on Page 10
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CUSIP No. 518439 10 4 13G Page 2 of 11
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1 NAME OF REPORTING PERSONS: RONALD S. 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
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NUMBER OF 5 SOLE VOTING POWER: 23,228,587
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 15,597,327
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 1,223,032
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 37,602,882
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 38,825,914** SEE ITEM 4
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* N/A
[_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 24.4%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
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 Ronald S. 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) At December 31, 2003 the Reporting Person
beneficially owned 38,825,914 shares of Class A
Common Stock as follows: (i) 22,005,555 shares of
Class B Common Stock, par value $.01 per share, of
the Issuer (the "Class B Common Stock") held
directly by the Reporting Person; (ii) 3,182
shares of Class A Common Stock and 3,182 shares of
Class B Common Stock held indirectly as the sole
trustee of The Descendants of Ronald S. Lauder
1966 Trust; (iii) 9,936,803 shares of Class B
Common Stock held indirectly as a 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 RSL Trust, which is also
a general partner of Lauder & Sons L.P.; (v)
1,095,410 shares of Class A Common Stock as
co-trustee of Estee Lauder 2001 Charitable Trust
(the "EL 2001 Trust"); (vi) 313,862 shares of
Class A Common Stock held indirectly as a director
of The Lauder Foundation; (vii) 36,457 shares of
Class A Common Stock held indirectly as Chairman
of the Board of Directors of The Ronald S. Lauder
Foundation; (viii) 123,257 shares of Class A
Common Stock held indirectly as a director of The
Jewish Renaissance Foundation; (ix) 230,000 shares
of Class A Common Stock held indirectly as a
director of The Neue Galerie New York; and (x)
1,216,668 shares of Class A Common Stock subject
Page 3 of 11 Pages
to exercisable employee stock options held by the
Reporting Person. The Reporting Person disclaims
beneficial ownership of: (i) 313,862 shares of
Class A Common Stock held indirectly as a director
of The Lauder Foundation; (ii) 36,457 shares of
Class A Common Stock held indirectly as Chairman
of the Board of Directors of The Ronald S. Lauder
Foundation; (iii) 123,257 shares of Class A Common
Stock held indirectly as a director of The Jewish
Renaissance Foundation; (iv) 230,000 shares of
Class A Common Stock held indirectly as a director
of The Neue Galerie New York; and (v) 3,182 shares
of Class A Common Stock and the 3,182 shares of
Class B Common Stock held indirectly as the sole
trustee of The Descendants of Ronald S. Lauder
1966 Trust. The shares owned by the EL 2001 Trust
are not covered by the Stockholders' Agreement (as
defined below).
At December 31, 2003, the Reporting Person had a
short position of 5,394,986 shares of Class A
Common Stock. The 22,005,555 shares of Class B
Common Stock held directly by the Reporting Person
include shares pledged as collateral in amounts
equal to the following loans: (i) 3,000,000 shares
of Class A Common Stock borrowed from Richard D.
Parsons, as trustee of the Trusts f/b/o Aerin
Lauder and Jane Lauder u/a/d December 15, 1976
created by Estee Lauder and Joseph H. Lauder, as
Grantors (the "Accumulation Trusts"); and (ii)
2,394,986 shares of Class A Common Stock borrowed
from Leonard A. Lauder. All other shares of Class
B Common Stock held directly by the Reporting
Person are pledged to Morgan Guaranty Trust
Company of New York ("Morgan") as collateral for a
credit facility.
(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
38,825,914 shares of Class A Common Stock, which
would constitute 24.4% 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 3,034,220 shares of Class A Common
Stock and the 35,791,694 shares of Class B Common
Stock for which the Reporting Person has voting
power constitute 30.5% of the aggregate voting
power of the Issuer.
Page 4 of 11 Pages
(c) (i) The Reporting Person has sole voting power with
respect to the 23,228,587 shares of Class A Common
Stock as follows: (i) 22,005,555 shares of Class B
Common Stock held directly by the Reporting
Person; (ii) 3,182 shares of Class A Common Stock
and 3,182 shares of Class B Common Stock held
indirectly as the sole trustee of The Descendants
of Ronald S. Lauder 1966 Trust; and (iii)
1,216,668 shares of Class A Common Stock subject
to exercisable employee stock options held by the
Reporting Person.
(ii) The Reporting Person shares voting power with
respect to the 15,597,327 shares of Class A Common
Stock as follows: (i) the Reporting Person shares
voting power with Leonard A. Lauder, as a
co-trustee of The Estee Lauder 2002 Trust, with
respect to the 9,936,803 shares of Class B Common
Stock owned by The Estee Lauder 2002 Trust; (ii)
the Reporting Person shares voting power with
Leonard A. Lauder, as an individual general
partner of Lauder & Sons L.P. and as a co-trustee
of The 1995 Estee Lauder LAL Trust, which is a
general partner of Lauder & Sons L.P., with
respect to 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.; (iii) the
Reporting Person shares voting power with respect
to the 1,095,410 shares of Class A Common Stock
with Leonard A. Lauder as co-trustees of the EL
2001 Trust; (iv) the Reporting Person shares
voting power with respect to the 313,862 shares of
Class A Common Stock held indirectly as a director
of The Lauder Foundation; (v) the Reporting Person
shares voting power with respect to the 36,457
shares of Class A Common Stock held indirectly as
Chairman of the Board of Directors of The Ronald
S. Lauder Foundation; (vi) the Reporting Person
shares voting power with respect to the 123,257
shares of Class A Common Stock held indirectly as
a director of The Jewish Renaissance Foundation;
and (vii) the Reporting Person shares voting power
with respect to the 230,000 shares of Class A
Common Stock held indirectly as a director of The
Neue Galerie New York.
(iii) The Reporting Person has sole dispositive power
with respect to the 1,223,032 shares of Class A
Common Stock as follows: (i) 3,182 shares of Class
A Common Stock and 3,182 shares of Class B Common
Stock held indirectly as the sole trustee of The
Descendants of Ronald S. Lauder 1966 Trust; and
(ii) 1,216,668 shares of Class A Common Stock
subject to exercisable employee stock options.
Page 5 of 11 Pages
(iv) The Reporting Person shares dispositive power with
respect to the 37,602,882 shares of Class A Common
Stock as follows: (i) the Reporting Person shares
dispositive power with Richard D. Parsons, as
trustee of the Accumulation Trusts, with respect
to the 3,000,000 shares of Class B Common Stock
pledged to the Accumulation Trusts; (ii) the
Reporting Person shares dispositive power with
Leonard A. Lauder with respect to the 2,394,986
shares of Class B Common Stock pledged to Leonard
A. Lauder; (iii) the Reporting Person shares
dispositive power with Morgan with respect to the
16,610,569 shares of Class B Common Stock pledged
to Morgan as collateral for a credit facility;
(iv) the Reporting Person shares dispositive power
with Leonard A. Lauder and Ira T. Wender, as
co-trustees of The Estee Lauder 2002 Trust, with
respect to 9,936,803 shares of Class B Common
Stock owned by The Estee Lauder 2002 Trust; (v)
the Reporting Person shares dispositive power with
respect to 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. with (a) Leonard
A. Lauder, as an individual general partner of
Lauder & Sons L.P. and as a co-trustee of The 1995
Estee Lauder LAL Trust, which is a general partner
of Lauder & Sons L.P., (b) 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 (c) 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.; (vi) the Reporting Person
shares dispositive power with respect to the
1,095,410 shares of Class A Common Stock with
Leonard A. Lauder and Ira T. Wender, as
co-trustees of the EL 2001 Trust; (vii) the
Reporting Person shares dispositive power with
respect to the 313,862 shares of Class A Common
Stock held indirectly as a director of The Lauder
Foundation; (viii) the Reporting Person shares
dispositive power with respect to the 36,457
shares of Class A Common Stock held indirectly as
Chairman of the Board of Directors of The Ronald
S. Lauder Foundation; (ix) the Reporting Person
shares dispositive power with respect to the
123,257 shares of Class A Common Stock held
indirectly as a director of The Jewish Renaissance
Foundation; and (x) the Reporting Person shares
dispositive power with respect to the 230,000
shares of Class A Common Stock held indirectly as
director of The Neue Galerie New York.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
Page 6 of 11 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Richard D. Parsons, as trustee of the Accumulation Trusts, has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 3,000,000
shares of Class B Common Stock pledged to the Accumulation
Trusts. Leonard A. Lauder has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from
the sale of, the 2,394,986 shares of Class B Common Stock
pledged to Leonard A. Lauder. Morgan has the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the 16,610,569 shares of Class B
Common Stock pledged to Morgan as collateral for a credit
facility. Aerin Lauder and Jane Lauder, as beneficiaries of The
Descendants of Ronald S. Lauder 1966 Trust, have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the 3,182 shares of Class A
Common Stock and the 3,182 shares of Class B Common Stock owned
by The Descendants of Ronald S. Lauder 1966 Trust. Leonard A.
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
9,936,803 shares of Class B Common Stock owned by The Estee
Lauder 2002 Trust. Leonard A. 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, the 1,095,410 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) Leonard A. Lauder, as an
individual general partner of Lauder & Sons L.P. and as a
co-trustee and beneficiary of The 1995 Estee Lauder LAL 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. The Ronald S.
Lauder Foundation, of which the Reporting Person is Chairman of
the Board of Directors, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the 36,457 shares of Class A Common Stock owned by The
Ronald S. Lauder Foundation. The Jewish Renaissance 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 123,257 shares of Class A
Common Stock owned by The Jewish Renaissance Foundation. The
Neue Galerie New York, 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
230,000 shares of Class A Common Stock owned by The Neue Galerie
New York.
Page 7 of 11 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable.
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 8 of 11 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 10, 2004 /s/ Ronald S. Lauder
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Ronald S. Lauder
Page 9 of 11 Pages
EXHIBIT INDEX
Exhibit A -- List of Parties to the Stockholders' Agreement
Page 10 of 11 Pages