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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, 518439 10 4
PAR VALUE $.01 PER SHARE
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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)
*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 8 Pages
Exhibit Index Appears on Page 7
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CUSIP No. 518439 10 4 13G Page 2 of 8
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1 NAME OF REPORTING PERSONS: WILLIAM P. 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: 3,761,278
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 6,498,860
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 3,761,278
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 6,498,860
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,260,138
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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): 7.9%
** 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 William P.
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, 2002, the Reporting Person
beneficially owned 10,260,138 shares of Class A
Common Stock as follows: (i) 1,168,240 shares of
Class A Common Stock and 2,264,038 shares of Class
B Common Stock held directly by the Reporting
Person; (ii) 2,355,782 shares of Class A Common
Stock and 3,829,216 shares of Class B Common
Stock, par value $.01 per share, of the Issuer
(the "Class B Common Stock"), held indirectly as a
co-trustee of The 1992 Leonard A. Lauder Grantor
Retained Annuity Trust (the "GRAT"); (iii) 313,862
shares of Class A Common Stock held indirectly as
a director of The Lauder Foundation; and (iv)
329,000 shares of Class A Common Stock subject to
exercisable stock options held by the Reporting
Person. The Reporting Person disclaims beneficial
ownership of the 313,862 shares of Class A Common
Stock held indirectly as a director of The Lauder
Foundation.
(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
Page 3 of 8 Pages
conversion of all such shares of Class B Common
Stock beneficially owned by the Reporting Person,
the Reporting Person would beneficially own
10,260,138 shares of Class A Common Stock, which
would constitute 7.9% 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 4,166,884 shares of Class A Common
Stock and the 6,093,254 shares of Class B Common
Stock beneficially owned by the Reporting Person
constitute 5.4% of the aggregate voting power of
the Issuer.
(c) The Reporting Person has sole voting and
dispositive power with respect to the (i)
1,168,240 shares of Class A Common Stock and
2,264,038 shares of Class B Common Stock held
directly by the Reporting Person; and (ii) 329,000
shares of Class A Common Stock subject to
exercisable employee stock options held by the
Reporting Person. The Reporting Person shares
voting power with Gary M. Lauder and dispositive
power with Gary M. Lauder and Joel S. Ehrenkranz,
as co-trustees of the GRAT, with respect to the
2,355,782shares of Class A Common Stock and the
3,829,216 shares of Class B Common Stock owned by
the GRAT. The Reporting Person shares voting and
dispositive power with respect to the 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
Leonard A. Lauder, as grantor of the GRAT, Gary M.
Lauder, as a co-trustee and beneficiary of the
GRAT, and Joel S. Ehrenkranz, as a co-trustee of
the GRAT, have the right to receive or the power
to direct the receipt of dividends from, or the
proceeds from the sale of the 2,355,782 shares of
Class A Common Stock and the 3,829,216 shares of
Class B Common Stock owned by the GRAT. 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.
Page 4 of 8 Pages
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 Reporting Person is the Nominee of
Leonard A. 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 5 of 8 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 7, 2003 /s/ William P. Lauder
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William P. Lauder
Page 6 of 8 Pages
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8 Pages