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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
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(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)
(AMENDMENT NO. 5)*
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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: IRA T. WENDER
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: 100,180
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 100,180
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 14,050,341
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,150,521
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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): 10.3%
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12 TYPE OF REPORTING PERSON: IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 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 Ira T. Wender with a
business address of 1133 Avenue of the Americas, New
York, New York 10036 (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 14,150,521 shares of Class A Common Stock as follows:
(i) 10,188,803 shares of Class B Common Stock held
indirectly as a co-trustee of The Estee Lauder 2002 Trust;
(ii) 15,384 shares of Class A Common Stock and 3,846,154
shares of Class B Common Stock held indirectly as a
co-trustee of The 1995 Estee Lauder LAL Trust and as a
co-trustee of The 1995 Estee Lauder RSL Trust, each of
which trusts are general partners of Lauder & Sons L.P.,
which owns the shares; and (iii) 100,180 shares of Class A
Common Stock held indirectly as sole trustee of The RSL
4201 Trust. The amount excludes 3,000 shares of Class A
Common Stock owned by his wife. The Reporting Person
disclaims beneficial ownership of all such shares. The
100,180 shares of Class A Common Stock held indirectly as
sole trustee of The RSL 4201 Trust and the 3,000 shares of
Class A Common Stock owned by his wife are not subject to
the Stockholders' Agreement (as defined below).
(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 14,150,521 shares of Class A Common Stock,
which would constitute 10.3% 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
Page 3 of 8 Pages
no conversion of any of the outstanding shares of Class B
Common Stock, the 100,180 shares of Class A Common Stock
for which the Reporting Person has voting power would
constitute less than 0.1% of the aggregate voting power of
the Issuer.
(c) The Reporting Person shares dispositive power with Leonard
A. Lauder and Ronald S. Lauder, as co-trustees of The Estee
Lauder 2002 Trust, with respect to the 10,188,803 shares of
Class B Common Stock owned by The Estee Lauder 2002 Trust.
The Reporting Person shares dispositive power with respect
to 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. as follows: (i) the Reporting Person shares
dispositive 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.; (ii) the Reporting Person
shares 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.; (iii) the Reporting
Person shares dispositive power with Richard D. Parsons, as
a co-trustee of The 1995 Estee Lauder RSL Trust, which is a
general partner of Lauder & Sons L.P.; and (iv) the
Reporting Person shares dispositive power with Joel S.
Ehrenkranz, as a co-trustee of the 1995 Estee Lauder LAL
Trust, which is a general partner of Lauder & Sons L.P. The
Reporting Person as sole trustee of The RSL 4201 Trust has
sole dispositive power with respect to 100,180 shares of
Class A Common Stock owned by The RSL 4201 Trust.
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 and Ronald S. Lauder, as co-trustees and
beneficiaries 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. 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)
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.; (iii) Richard D. Parsons, as a co-trustee of The 1995 Estee
Lauder RSL Trust, which is a general partner of Lauder & Sons
L.P.; and (iv) Joel S. Ehrenkranz, as a co-trustee of The 1995
Estee Lauder LAL Trust, which is a general partner of Lauder &
Sons L.P. The beneficiaries of the RSL 4201 Trust have the right
to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of the 100,180 shares of Class A
Common Stock owned by the RSL 4201 Trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
Page 4 of 8 Pages
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.
The shares owned by The RSL 4201 Trust and Mrs. Wender are not
subject to the Stockholders' Agreement.
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 13, 2003
/s/ Ira T. Wender
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Ira T. Wender
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