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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. 6)*
The Estee Lauder Companies Inc.
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(Name of Issuer)
Class A Common Stock, 518439 10 4
par value $.01 per share
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(Title of class of securities) (CUSIP number)
December 31, 2001
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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 9 Pages
Exhibit Index Appears on Page 8
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CUSIP No. 518439 10 4 13G Page 2 of 9
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1 NAME OF REPORTING PERSONS: Leonard A. 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: 54,459,424
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 22,364,203
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 54,459,424
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 21,064,203
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 76,823,627 ** SEE ITEM 4
REPORTING PERSON:
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
** SEE ITEM 4 [x]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 40.1%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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 Leonard A. 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) As of December 31, 2001, the Reporting Person
beneficially owned 76,823,627 shares of Class A
Common Stock as follows: (i) 4,974,580 shares of
Class A Common Stock held directly by the Reporting
Person; (ii) 3,579,302 shares of Class A Common and
42,705,540 shares of Class B Common Stock, par value
$.01 per share, of the Issuer (the "Class B Common
Stock"), held indirectly as the majority stockholder
of LAL Family Corporation, which is the sole general
partner of LAL Family Partners L.P.; (iii) 4,698,951
shares of Class A Common Stock and 12,189,852 shares
of Class B Common Stock held indirectly as a
co-trustee of The Estee Lauder 1994 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 LAL Trust, which
is also a general partner of Lauder & Sons L.P.; (v)
1,300,000 shares of Class A Common Stock as
co-trustee of the Estee Lauder 2001 Charitable Trust
(the "EL 2001 Trust"); (vi) 313,862 shares of Class A
Common held indirectly as a director of The Lauder
Foundation; and (vii) 3,200,002 shares of Class A
Common Stock subject to exercisable employee stock
options held by the Reporting Person. The shares of
Class A Common Stock beneficially owned by the
Reporting Person exclude 390,000 shares owned by his
wife and 79,700 shares subject to exercisable
employee stock options held by his wife, for which
the Reporting Person disclaims beneficial ownership.
The Reporting Person also disclaims beneficial
ownership of the 313,862 shares of Class A Common
Page 3 of 9 Pages
Stock held indirectly as a director of The Lauder
Foundation. The shares owned by the EL 2001 Trust are
not covered by the Stockholders' Agreement (as
defined below).
At December 31, 2001, the 4,974,580 shares of Class A
Common Stock held directly by the Reporting Person
included 3,394,986 shares of Class A Common Stock
loaned to Ronald S. Lauder. Ronald S. Lauder is
obligated to repay this loan upon demand by the
Reporting shares.
In February 1999, The Estee Lauder 1994 Trust entered
into a forward purchase agreement (the "TRACES II
Contract") with the Estee Lauder Automatic Common
Exchange Security Trust II, a trust not affiliated
with the Reporting Person, The Estee Lauder 1994
Trust or the Issuer (the "TRACES II Trust"), relating
to the disposition by The Estee Lauder 1994 Trust to
the TRACES II Trust of not fewer than 3,380,201 nor
more than 3,988,438 shares of Class A Common Stock
held by The Estee Lauder 1994 Trust on February 23,
2002 (subject to extension and subsequent
acceleration) (the "Exchange Date"). In January 2002,
the Exchange Date was extended to May 23, 2002
(subject to acceleration). Subject to the right of
The Estee Lauder 1994 Trust described in the next
sentence, the precise number of shares to be
delivered by The Estee Lauder 1994 Trust will be
determined in accordance with the TRACES II Contract
as of the Exchange Date. The Estee Lauder 1994 Trust
has the right to elect to pay cash upon settlement of
the TRACES II Contract in lieu of delivering shares.
Until there is delivery of the shares to the TRACES
II Trust, all 3,988,438 shares of Class A Common
Stock continue to be included in the total for The
Estee Lauder 1994 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
Reporting Person, the Reporting Person would
beneficially own 76,823,627 shares of Class A Common
Stock, which would constitute 40.1% 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
18,082,081 shares of Class A Common Stock and the
58,741,546 shares of Class B Common Stock
beneficially owned by the Reporting Person constitute
49.6% of the aggregate voting power of the Issuer.
Page 4 of 9 Pages
(c) The Reporting Person has sole voting and dispositive
power with respect to: (i) 4,974,580 shares of Class
A Common Stock held directly by the Reporting Person;
(ii) 3,579,302 shares of Class A Common Stock and the
42,705,540 shares of Class B Common Stock held
indirectly as the majority stockholder of LAL Family
Corporation, which is the sole general partner of LAL
Family Partners L.P.; and (iii) 3,200,002 shares of
Class A Common Stock subject to exercisable employee
stock options held by the Reporting Person. The
Reporting Person shares voting power with Ronald S.
Lauder and dispositive power with Ronald S. Lauder
and Ira T. Wender, as co-trustees of The Estee Lauder
1994 Trust, with respect to 4,698,951 shares of Class
A Common Stock and 12,189,852 shares of Class B
Common Stock owned by The Estee Lauder 1994 Trust.
The Reporting Person shares voting power with Ronald
S. Lauder, as co-trustee of the EL 2001 Trust. The
Reporting Person shares voting and 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. as follows: (i) the Reporting
Person shares voting and dispositive power with
Ronald S. Lauder, as an individual general partner of
Lauder & Sons L.P. and as a co-trustee of The 1995
Estee Lauder RSL Trust, which is a general partner of
Lauder & Sons L.P.; (ii) the Reporting Person shares
dispositive power with 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) the Reporting Person shares
dispositive power with 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 Reporting Person shares voting and
dispositive power with respect to 313,862 shares of
Class A Common Stock held indirectly as a director of
The Lauder Foundation.
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
William P. Lauder and Gary M. Lauder, as stockholders of LAL Family
Corporation, which is the sole general partner of LAL Family Partners
L.P., have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the 3,579,302 shares
of Class A Common Stock and the 42,705,540 shares of Class B Common
Stock owned by LAL Family Partners L.P. Ronald S. Lauder, as a
co-trustee and beneficiary of The Estee Lauder 1994 Trust, and Ira T.
Wender, as a co-trustee of The Estee Lauder 1994 Trust, have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the 4,698,951 shares of Class A Common Stock
and the 12,189,852 shares of Class B Common Stock owned by The Estee
Lauder 1994 Trust. Ronald S. 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 1,300,000
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
Page 5 of 9 Pages
Common Stock owned by Lauder & Sons L.P.: (i) Ronald S. Lauder, as an
individual general partner of Lauder & Sons L.P. and as a co-trustee
and beneficiary of The 1995 Estee Lauder RSL 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.
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 6 of 9 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 6, 2002 /s/ Leonard A. Lauder
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Page 7 of 9 Pages
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 8 of 9 Pages