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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. 11)*
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, 2006
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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 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: GARY M. 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: 740,772
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 3,995,336
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 740,772
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 3,995,336
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 4,736,108** 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): 3.7%
** 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 8 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 Gary M. Lauder with a business
address of ICTV Inc., 14600 Winchester Boulevard, Los Gatos,
California 95032 (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, 2006, the Reporting Person beneficially
owned 4,736,108 shares of Class A Common Stock as follows: (i)
8,252 shares of Class A Common Stock held directly by the
Reporting Person; (ii) 2,617 shares of Class A Common Stock
and 11,435 shares of Class B Common Stock, par value $.01 per
share, of the Issuer (the "Class B Common Stock"), as
custodian under the New York Uniform Transfers to Minors Act
for the benefit of Danielle Lauder; (iii) 2,617 shares of
Class A Common Stock and 11,435 shares of Class B Common Stock
as custodian under the New York Uniform Transfers to Minors
Act for the benefit of Rachel Lauder; (iv) 368,441 shares of
Class A Common Stock and 1,343,846 shares of Class B Common
Stock held indirectly as a co-trustee of the 1992 GRAT
Remainder Trust f/b/o the Reporting Person (the "GML Remainder
Trust"); (v) 368,441 shares of Class A Common Stock and
1,914,608 shares of Class B Common Stock held indirectly as a
co-trustee of the 1992 GRAT Remainder Trust f/b/o William
Lauder (the "WPL Remainder Trust"); and (vi) 704,416 shares of
Class A Common Stock held indirectly as sole Trustee of the
Gary M. Lauder Revocable Trust u/a/d as of August 10, 2000,
Gary M. Lauder, as Settlor (the "GML Revocable Trust").
(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
Page 3 of 8 Pages
Reporting Person, the Reporting Person would beneficially own
4,736,108 shares of Class A Common Stock, which would
constitute 3.7% 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 1,454,784 shares of Class A Common Stock and the
3,281,324 shares of Class B Common Stock beneficially owned by
the Reporting Person constitute 3.6% of the aggregate voting
power of the Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to (i) the 8,252 shares of Class A Common Stock
held directly by the Reporting Person; (ii) the 2,617 shares
of Class A Common Stock and the 11,435 shares of Class B
Common Stock held by the Reporting Person as custodian for
Danielle Lauder; (iii) the 2,617 shares of Class A Common
Stock and the 11,435 shares of Class B Common Stock held by
the Reporting Person as custodian for Rachel Lauder; and (iv)
the 704,416 shares of Class A Common Stock held by the
Reporting Person as the sole Trustee of the GML Revocable
Trust. The Reporting Person shares voting and dispositive
power with William P. Lauder and Joel S. Ehrenkranz, as
co-trustees of the WPL Remainder Trust and the GML Remainder
Trust, with respect to the 368,441 shares of Class A Common
Stock and the 1,914,608 shares of Class B Common Stock owned
by the WPL Remainder Trust and the 368,441 shares of Class A
Common Stock and the 1,343,846 shares of Class B Common Stock
owned by the GML Remainder Trust.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
Page 4 of 8 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
William P. Lauder, as a co-trustee and beneficiary of the GML
Remainder Trust and the WPL Remainder Trust, and Joel S. Ehrenkranz,
as a co-trustee of the GML Remainder Trust and the WPL Remainder
Trust, have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the 368,441
shares of Class A Common Stock and the 1,914,608 shares of Class B
Common Stock owned by the WPL Remainder Trust and the 368, 441 shares
of Class A Common Stock and the 1,343,846 shares of Class B Common
Stock owned by the GML Remainder Trust. Danielle Lauder, as the
beneficiary of the 2,617 shares of Class A Common Stock and the
11,435 shares of Class B Common Stock held by the Reporting Person as
custodian for her benefit under the New York Uniform Transfers to
Minors Act, has the right to receive dividends from, or the proceeds
from the sale of, such shares of Class A Common Stock and Class B
Common Stock. Rachel Lauder, as the beneficiary of the 2,617 shares
of Class A Common Stock and the 11,435 shares of Class B Common Stock
held by the Reporting Person as custodian for her benefit under the
New York Uniform Transfers to Minors Act, has the right to receive
dividends from, or the proceeds from the sale of, such shares of
Class A Common Stock and Class B Common Stock.
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 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: January 26, 2007 /s/ Gary M. Lauder
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Gary M. Lauder
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