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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.
(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, 2002
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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
------------------------------------ ------ ------------------------------------------------ --------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 26,311,921
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 16,421,617
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 1,056,366
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 40,489,472
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 42,733,538 ** 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): 26.2%
** 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, 2002 the Reporting Person beneficially
owned 42,733,538 shares of Class A Common Stock as follows:
(i) 1,000,000 shares of Class A Common Stock and 24,255,555
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) 10,188,803 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)
1,187,700 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) 153,257 shares of Class A Common Stock held
indirectly as a director of The Jewish Renaissance
Foundation; (ix) 680,000 shares of Class A Common Stock
held indirectly as a director of The Neue Galerie New York;
and (x) 1,050,002 shares of Class A Common Stock subject 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;
Page 3 of 11 Pages
(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) 153,257 shares of Class A Common
Stock held indirectly as a director of The Jewish
Renaissance Foundation; (iv) 680,000 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 Stockholder's Agreement (as defined
below).
At December 31, 2002, the Reporting Person had a short
position of 7,394,986 shares of Class A Common Stock. The
24,255,555 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) 3,394,986 shares of Class A Common Stock
borrowed from Leonard A. Lauder. The 1,000,000 shares of
Class A Common Stock held directly are pledged as
collateral to secure the loan of 1,000,000 shares of Class
A Common Stock borrowed from Richard D. Parsons, as trustee
of the Accumulation Trusts. 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 42,733,538 shares of Class A Common Stock,
which would constitute 26.2% 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 4,439,844 shares of Class A Common Stock
Page 4 of 11 Pages
and the 38,293,694 shares of Class B Common Stock for which
the Reporting Person has voting power constitute 3332.0% of
the aggregate voting power of the Issuer.
(c) (i) The Reporting Person has sole voting power with
respect to 26,311,921 shares of Class A Common Stock
as follows: (i) 1,000,000 shares of Class A Common
Stock and 24,255,555 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) 1,050,002 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 16,421,617 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 10,188,803
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 15,384 shares of Class A Common
Stock and 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 1,187,700
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
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 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 153,257 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 680,000
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 1,056,366 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) 1,050,002
shares of Class A Common Stock subject to
exercisable employee stock options.
(iv) The Reporting Person shares dispositive power with
respect to 40,489,472 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
1,000,000 shares of Class A Common Stock and
3,000,000 shares of Class B Common Stock pledged to
Page 5 of 11 Pages
the Accumulation Trusts; (ii) the Reporting Person
shares dispositive power with Leonard A. Lauder with
respect to 3,394,986 shares of Class B Common Stock
pledged to Leonard A. Lauder; (iii) the Reporting
Person shares dispositive power with Morgan with
respect to 17,860,569 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 10,188,803 shares of Class B
Common Stock owned by The Estee Lauder 2002 Trust;
(v) the Reporting Person shares dispositive power
with respect to 15,384 shares of Class A Common
Stock and 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 313,862 shares of Class A
Common Stock held indirectly as a director of The
Lauder Foundation; (vii) the Reporting Person shares
dispositive power with respect to 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 153,257 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 680,000 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.
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 1,000,000 shares of
Class A Common Stock and 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 3,394,986 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 17,860,569 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
Page 6 of 11 Pages
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 10,188,803
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 1,187,700
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
153,257 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 680,000 shares of Class A Common Stock owned
by The Neue Galerie New York.
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.
Page 7 of 11 Pages
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 13, 2003 /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