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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. 7)*
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, 2005
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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 7 Pages
Exhibit Index Appears on Page 6
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CUSIP No. 518439 10 4 13G Page 2 of 7
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1 NAME OF REPORTING PERSONS: Trust f/b/o Aerin Lauder and Jane Lauder u/a/d December 15,
1976 created by Estee Lauder and Joseph H. Lauder, as Grantors
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:
New York
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NUMBER OF 5 SOLE VOTING POWER: 4,646,591
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 4,646,591
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: --
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 4,646,591** SEE ITEM 4
REPORTING PERSON:
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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): 3.5%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
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 the Trust f/b/o
Aerin Lauder and Jane Lauder u/a/d December 15,
1976 created by Estee Lauder and Joseph H. Lauder,
as Grantors, with a business address of c/o
Richard D. Parsons, One Time Warner Center, New
York, New York 10019 (the "Reporting Person"). The
Reporting Person was organized in the State of New
York.
(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, 2005, the Reporting Person beneficially owned
4,646,591 shares of Class A Common Stock as follows: 500,000
shares of Class A Common Stock and 4,146,591 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. At
December 31, 2005, 500,000 shares of Class A Common Stock were
loaned to Ronald S. Lauder pursuant to a demand loan.
(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 4,646,591 shares of Class
A Common Stock, which would constitute 3.5% 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 500,000 shares of
Class A Common Stock and the 4,146,591 shares of Class B Common
Stock beneficially owned by the Reporting Person constitute 4.3%
of the aggregate voting power of the Issuer.
(c) Richard D. Parsons, as the sole trustee of the Reporting Person,
has sole voting and dispositive power with respect to the 500,000
shares of Class A Common Stock and the 4,146,591 shares of Class
B Common Stock owned by the Reporting Person.
Page 3 of 7
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
Aerin Lauder and Jane Lauder, as beneficiaries of the Reporting
Person, and Richard D. Parsons, as the sole trustee of the Reporting
Person, have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the 500,000
shares of Class A Common Stock and the 4,146,591 shares of Class B
Common Stock owned by the Reporting Person.
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. Mr. Parsons is the
designee of Ronald S. Lauder. 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 4 of 7
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 8, 2006
Trust f/b/o Aerin Lauder and Jane Lauder u/a/d
December 15, 1976, created by Estee Lauder and
Joseph H. Lauder, as Grantors
By: /s/ Richard D. Parsons
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Richard D. Parsons, trustee
Page 5 of 7
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 6 of 7
EXHIBIT A
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List of Parties to the Stockholders' Agreement
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Leonard A. Lauder, (a) individually and (b) as Trustee of The Estee Lauder 2002
Trust
Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of Ronald
S. Lauder 1966 Trust and (c) as Trustee of The Estee Lauder 2002 Trust
William P. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder
Trust f/b/o William Lauder and (c) as Trustee of the 1992 GRAT Remainder Trust
f/b/o Gary Lauder
Gary M. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder
Trust f/b/o William Lauder, (c) as Trustee of the 1992 GRAT Remainder Trust
f/b/o Gary Lauder, (d) as custodian under the New York Uniform Transfers to
Minors Act for the benefit of Danielle Lauder, (e) as custodian under the New
York Uniform Transfers to Minors Act for the benefit of Rachel Lauder and (f) as
Trustee of the Gary M. Lauder Revocable Trust u/a/d as of August 10, 2000, Gary
M. Lauder, Settlor
LAL Family Partners L.P.
Joel S. Ehrenkranz, (a) as Trustee of the 1992 GRAT Remainder Trust f/b/o
William Lauder and (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary
Lauder
Richard D. Parsons, (a) as Trustee of the Trust f/b/o Aerin Lauder and Jane
Lauder u/a/d December 15, 1976, created by Estee Lauder and Joseph H. Lauder, as
Grantors, (b) as Trustee of the Trust f/b/o Aerin Lauder and Jane Lauder u/a/d
December 15, 1976, created by Ronald S. Lauder, as Grantor, (c) as Trustee of
the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin
Lauder Zinterhofer, as Grantor , (d) as Trustee of the Aerin Lauder Zinterhofer
2004 GRAT and (e) as Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d
November 6, 2003, Jane A. Lauder, as Grantor.
Ira T. Wender, as Trustee of The Estee Lauder 2002 Trust
The Estee Lauder Companies Inc.
The Ronald S. Lauder Foundation
The Rockefeller Trust Company (Delaware) as Trustee of the Aerin Lauder
Zinterhofer 2004 GRAT