UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
May 1, 2007
THE ESTEE LAUDER COMPANIES INC.
(Exact name of registrant as specified in its charter)
Delaware 1-14064 11-2408943
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
767 Fifth Avenue, New York, New York 10153
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 572-4200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 1, 2007, The Estee Lauder Companies Inc. (the "Company") completed its
previously announced offering of $600 million aggregate principal amount of
senior notes consisting of $300 million aggregate principal amount of its 5.550%
Senior Notes due 2017 (the "2017 Notes") and $300 million aggregate principal
amount of its 6.000% Senior Notes due 2037 (the "2037 Notes" and together with
the 2017 Notes, the "Notes"). The Notes were offered under the Company's
automatic shelf registration statement on Form S-3 (No. 333-142342) filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), on April 25, 2007.
The Notes were issued under the Indenture, dated as of November 5, 1999, between
the Company and U.S. Bank Trust National Association, as successor in interest
to State Street Bank and Trust Company, as trustee.
The 2017 Notes Mature on May 15, 2007 and the 2037 Notes mature on May 15, 2037.
Interest on the Notes is payable on May 15 and November 15 of each year,
beginning on November 15, 2007. The Company may, at its option, redeem some or
all of the Notes at any time by paying a make-whole premium, plus accrued and
unpaid interest, if any, to the date of redemption. The Notes are senior
unsecured obligations of the Company and rank equally with all of its other
senior unsecured indebtedness.
The Notes are subject to certain customary covenants, including limitations on
the Company's ability to merge, consolidate or sell assets; limitations on the
ability of the Company and certain of its subsidiaries to secure indebtedness
with liens; and limitations on sale and leaseback transactions by the Company
and certain of its subsidiaries. In addition, upon the occurrence of a Change of
Control Repurchase Event (as described in the officers' certificates setting
forth the terms of the 2017 Notes and the 2037 Notes (each, an "Officers'
Certificate)), the Company will be required to make an offer to repurchase the
Notes at 101% of the aggregate principal amount.
A copy of the Officers' Certificate for the 2017 Notes, the Officers'
Certificate for the 2037 Notes, the Global 2017 Note and the Global 2037 Note
are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and
incorporated into this Item 1.01 by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure required by this item is included in Item 1.01 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
4.1 Officers' Certificate, dated May 1, 2007, defining certain terms of
the 5.550% Senior Notes due 2017.
4.2 Officers' Certificate, dated May 1, 2007, defining certain terms of
the 6.000% Senior Notes due 2037.
4.3 Global Note for the 5.550% Senior Notes due 2017.
4.4 Global Note for the 6.000% Senior Notes due 2037.
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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: May 1, 2007 By: /s/ Sara E. Moss
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Sara E. Moss
Executive Vice President,
General Counsel and Secretary
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Exhibit No. Description
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4.1 Officers' Certificate, dated May 1, 2007, defining certain
terms of the 5.550% Senior Notes due 2017.
4.2 Officers' Certificate, dated May 1, 2007, defining certain
terms of the 6.000% Senior Notes due 2037.
4.3 Global Note for the 5.550% Senior Notes due 2017.
4.4 Global Note for the 6.000% Senior Notes due 2037.
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