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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
THE ESTEE LAUDER COMPANIES INC.
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(Name of Issuer)
CLASS A COMMON STOCK
PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
518439 10 4
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(CUSIP Number)
CHRISTOPHER C. ANGELL, ESQ.
PATTERSON BELKNAP WEBB & TYLER LLP
1133 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-6710
(212) 336-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 5, 2009
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
CUSIP No. 518439 10 4 Page 2 of 6
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1 NAME OF REPORTING PERSON:
Aerin Lauder Zinterhofer
2000 Revocable Trust
u/a/d April 24,
2000, Aerin Lauder
Zinterhofer as Grantor
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions): (b) |X|
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3 SEC USE ONLY:
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4 SOURCE OF FUNDS (See Instructions):
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
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7 SOLE VOTING POWER:
286,045
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NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY --
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON 286,045
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER:
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
286,045
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(See Instructions):
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.2%
** SEE ITEM 5
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14 TYPE OF REPORTING PERSON (See Instructions):
OO
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2/6
This Statement on Schedule 13D is the sixth amendment to an initial
statement on Schedule 13D previously filed with the Securities and Exchange
Commission on June 29, 2001, as amended on May 28, 2004 and on September 8, 2005
and on March 16, 2006 and on September 8, 2006 and on December 20, 2007 (the
"Schedule 13D"). This Amendment No. 6 is filed by the Reporting Person in
accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended,
and refers only to information which has materially changed since the filing of
the Schedule 13D. The items identified below, or the particular paragraphs of
such items which are identified below, are amended as set forth below. Unless
otherwise indicated, all capitalized terms used and not defined herein have the
respective meanings assigned to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 5, 2009 (the "Distribution Date"), Richard D. Parsons, as
trustee of the Reporting Person, distributed to The Aerin Lauder Zinterhofer
2008 Grantor Retained Annuity Trust 5,152,545 shares of the Class B Common
Stock, par value $.01 per share, of the Issuer ("Class B Common Stock") held by
the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION
The disposition was made from the Reporting Person to Aerin Lauder
Zinterhofer, as trustee of The Aerin Lauder Zinterhofer 2008 Grantor Retained
Annuity Trust, for estate planning purposes pursuant to a letter of instruction
from Aerin Lauder Zinterhofer, as Grantor of the Reporting Person. The Reporting
Person currently does not have any plans or proposals of the type set forth in
paragraphs (a) through (j) of Item 4 of Schedule 13D, except that the Reporting
Person may acquire additional shares of Class B Common Stock in private
transactions or additional shares of Class A Common Stock in open market
transactions, in each case for investment purposes, and may dispose of shares of
Class B Common Stock in private transactions or shares of Class A Common Stock
(or Class B Common Stock, after conversion into Class A Common Stock) in open
market transactions or otherwise. Any decision of the Reporting Person either to
purchase additional shares of Class A Common Stock or Class B Common Stock or to
dispose of any such shares will take into account various factors, including
general economic and stock market considerations.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of January 5, 2009, the Reporting Person beneficially owned 286,045
shares of Class A Common Stock via its holding of the same number of shares of
Class B Common Stock.
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 286,045 shares of Class A Common Stock, which would constitute
0.2% of the number of shares of Class A Common Stock outstanding (based on the
number of shares of Class A Common Stock outstanding as of October 22, 2008, as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2008).
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 286,045 shares of Class B Common
Stock beneficially owned by the Reporting Person constitute 0.3% of the
aggregate voting power of the Issuer.
(b) Richard D. Parsons, as the sole trustee of the Reporting Person, has
sole voting and dispositive power with respect to the 286,045 shares of Class B
Common Stock owned by the Reporting Person.
(c) The Reporting Person has not had any other transactions in the Class A
Common Stock that were effected during the past sixty days.
(d) Richard D. Parsons, as the sole trustee of the Reporting Person, has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the 286,045 shares of Class B Common Stock owned
by the Reporting Person. Aerin Lauder Zinterhofer, as the beneficiary of the
Reporting Person, has the right to receive such amounts of income and principal
from the Reporting Person as she shall request or as the trustee of the
Reporting Person shall deem advisable.
(e) Not applicable.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Stockholders' Agreement, dated November 22, 1995 (filed as
Exhibit 10.1 to the Issuer's Annual Report on Form 10-K for the
fiscal year ended June 30, 2003).*
Exhibit B Amendment No. 1 to Stockholders' Agreement (filed as Exhibit
10.1 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996).*
Exhibit C Amendment No. 2 to Stockholders' Agreement (filed as Exhibit
10.2 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996).*
Exhibit D Amendment No. 3 to Stockholders' Agreement (filed as Exhibit
10.2 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 (the "FY 1997 Q3 10-Q")).*
Exhibit E Amendment No. 4 to Stockholders' Agreement (filed as Exhibit
10.1d to the Issuer's Annual Report on Form 10-K for the fiscal
year ended June 30, 2000).*
Exhibit F Amendment No. 5 to Stockholders' Agreement (filed as Exhibit
10.1e to the Issuer's Annual Report on Form 10-K for the fiscal
year ended June 30, 2002).*
Exhibit G Amendment No. 6 to Stockholders' Agreement (filed as Exhibit
10.2 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004.)*
Exhibit H List of parties to Stockholders' Agreement.
Exhibit I Registration Rights Agreement, dated November 22, 1995 (filed as
Exhibit 10.2 to the Issuer's Annual Report on Form 10-K for the
fiscal year ended June 30, 2003.)*
Exhibit J First Amendment to Registration Rights Agreement (filed as
Exhibit 10.3 to the Issuer's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996).*
Exhibit K Second Amendment to Registration Rights Agreement (filed as
Exhibit 10.1 to the FY 1997 Q3 10-Q).*
Exhibit L Third Amendment to Registration Rights Agreement (filed as
Exhibit 10.2c to the Issuer's Annual Report on Form 10-K for the
fiscal year ended June 30, 2001).*
Exhibit M Fourth Amendment to Registration Rights Agreement (filed as
Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2003).*
Exhibit N List of parties to Registration Rights Agreement (filed as
Exhibit N to Amendment No. 2 to the Reporting Person's General
Statement of Beneficial Ownership on Schedule 13D, filed on
September 8, 2005).*
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* Incorporated by reference
4/6
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.
Aerin Lauder Zinterhofer 2000 Revocable Trust
u/a/d April 24, 2000,
Aerin Lauder Zinterhofer, as Grantor
Dated: January 7, 2009 By: /s/ Richard D. Parsons
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Richard D. Parsons, trustee
5/6
EXHIBIT INDEX
Exhibit A Stockholders' Agreement, dated November 22, 1995 (filed as
Exhibit 10.1 to the Issuer's Annual Report on Form 10-K for the
fiscal year ended June 30, 2003).*
Exhibit B Amendment No. 1 to Stockholders' Agreement (filed as Exhibit
10.1 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996).*
Exhibit C Amendment No. 2 to Stockholders' Agreement (filed as Exhibit
10.2 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996).*
Exhibit D Amendment No. 3 to Stockholders' Agreement (filed as Exhibit
10.2 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 (the "FY 1997 Q3 10-Q")).*
Exhibit E Amendment No. 4 to Stockholders' Agreement (filed as Exhibit
10.1d to the Issuer's Annual Report on Form 10-K for the fiscal
year ended June 30, 2000).*
Exhibit F Amendment No. 5 to Stockholders' Agreement (filed as Exhibit
10.1e to the Issuer's Annual Report on Form 10-K for the fiscal
year ended June 30, 2002).*
Exhibit G Amendment No. 6 to Stockholders' Agreement (filed as Exhibit
10.2 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004.)*
Exhibit H List of parties to Stockholders' Agreement.
Exhibit I Registration Rights Agreement, dated November 22, 1995 (filed as
Exhibit 10.2 to the Issuer's Annual Report on Form 10-K for the
fiscal year ended June 30, 2003.)*
Exhibit J First Amendment to Registration Rights Agreement (filed as
Exhibit 10.3 to the Issuer's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996).*
Exhibit K Second Amendment to Registration Rights Agreement (filed as
Exhibit 10.1 to the FY 1997 Q3 10-Q).*
Exhibit L Third Amendment to Registration Rights Agreement (filed as
Exhibit 10.2c to the Issuer's Annual Report on Form 10-K for the
fiscal year ended June 30, 2001).*
Exhibit M Fourth Amendment to Registration Rights Agreement (filed as
Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2003).*
Exhibit N List of parties to Registration Rights Agreement (filed as
Exhibit N to Amendment No. 2 to the Reporting Person's General
Statement of Beneficial Ownership on Schedule 13D, filed on
September 8, 2005).*
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* Incorporated by reference
6/6