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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)
(AMENDMENT NO. 6)*
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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)
*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 8 Pages
Exhibit Index Appears on Page 7
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CUSIP No. 518439 10 4 13G Page 2 of 8
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1 NAME OF REPORTING PERSONS: IRA T. WENDER
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: 100,180
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 100,180
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 13,798,341
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9 AGGREGATE AMOUNT BENEFICIALLY 13,898,521** SEE ITEM 4
OWNED BY EACH REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [X]
** SEE ITEM 4
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 10.2%
** 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 Ira T. Wender with a
business address of 1133 Avenue of the Americas, New
York, New York 10036 (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, 2003, the Reporting Person
beneficially owned 13,898,521 shares of Class A
Common Stock as follows: (i) 9,936,803 shares of
Class B Common Stock held indirectly as a co-trustee
of The Estee Lauder 2002 Trust; (ii) 15,384 shares
of Class A Common Stock and 3,846,154 shares of
Class B Common Stock held indirectly as a co-trustee
of The 1995 Estee Lauder LAL Trust and as a
co-trustee of The 1995 Estee Lauder RSL Trust, each
of which trusts are general partners of Lauder &
Sons L.P., which owns the shares; and (iii) 100,180
shares of Class A Common Stock held indirectly as
sole trustee of The RSL 4201 Trust. The amount
excludes 3,000 shares of Class A Common Stock owned
by his wife. The Reporting Person disclaims
beneficial ownership of all such shares. The 100,180
shares of Class A Common Stock held indirectly as
sole trustee of The RSL 4201 Trust and the 3,000
shares of Class A Common Stock owned by his wife are
not subject to the Stockholders' Agreement (as
defined below).
(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 13,898,521 shares of Class A Common
Stock, which would constitute 10.2% 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 100,180 shares of Class A Common Stock
for which the Reporting Person has voting power
would constitute less than 0.1% of the aggregate
voting power of the Issuer.
Page 3 of 8 Pages
(c) The Reporting Person shares dispositive power with
Leonard A. Lauder and Ronald S. Lauder, as
co-trustees 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. 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. as follows: (i) the
Reporting Person shares dispositive 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.; (ii) the Reporting
Person shares dispositive power with Ronald S.
Lauder, as an individual 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.; (iii) the Reporting Person
shares dispositive power with Richard D. Parsons, as
a co-trustee of The 1995 Estee Lauder RSL Trust,
which is a general partner of Lauder & Sons L.P.;
and (iv) the Reporting Person shares dispositive
power with Joel S. Ehrenkranz, as a co-trustee of
the 1995 Estee Lauder LAL Trust, which is a general
partner of Lauder & Sons L.P. The Reporting Person
as sole trustee of The RSL 4201 Trust has sole
dispositive power with respect to 100,180 shares of
Class A Common Stock owned by The RSL 4201 Trust.
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
Leonard A. Lauder and Ronald S. Lauder, as co-trustees and
beneficiaries 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. 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) 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.; (iii) Richard D.
Parsons, as a co-trustee of The 1995 Estee Lauder RSL
Trust, which is a general partner of Lauder & Sons L.P.;
and (iv) Joel S. Ehrenkranz, as a co-trustee of The 1995
Estee Lauder LAL Trust, which is a general partner of
Lauder & Sons L.P. The beneficiaries of the RSL 4201 Trust
have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of
the 100,180 shares of Class A Common Stock owned by the RSL
4201 Trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
Page 4 of 8 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.
The shares owned by The RSL 4201 Trust and Mrs. Wender are
not subject to the Stockholders' Agreement.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
Page 5 of 8 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 4, 2004 /s/ Ira T. Wender
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Ira T. Wender
Page 6 of 8 Pages
EXHIBIT INDEX
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Exhibit A - List of Parties to the Stockholders' Agreement
Page 7 of 8 Pages