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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. 11)*
THE ESTEE LAUDER COMPANIES INC.
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(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, 2006
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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 8 Pages
Exhibit Index Appears on Page 8
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CUSIP No. 518439 10 4 13G Page 2 of 8
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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: 52,821,011
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 790,220
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 52,821,011
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 790,220
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 53,611,231** 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): 31.6%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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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 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, 2006, the Reporting Person beneficially
owned 53,611,231 shares of Class A Common Stock as follows:
(i) 4,619,169 shares of Class A Common Stock held directly by
the Reporting Person; (ii) 2,829,302 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) 40,220 shares of Class B Common Stock
held indirectly as co-trustee of the Estee Lauder 2002 Trust;
(iv) 750,000 shares of Class A Common Stock held indirectly as
co-trustee of the American Art Foundation ("AAF"); and (v)
2,667,000 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 of Class A
Common Stock owned by his wife and 125,000 shares of Class A
Common Stock subject to exercisable employee stock options
held by his wife, for which the Reporting Person disclaims
beneficial ownership. The shares owned by the Reporting
Person's wife are not covered by the Stockholders' Agreement
(as defined below). The Reporting Person disclaims beneficial
ownership of the shares owned by the AAF and such shares are
not covered by the Stockholders' Agreement.
(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
Page 3 of 8 Pages
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
53,611,231 shares of Class A Common Stock, which would
constitute 31.6% 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
10,865,471 shares of Class A Common Stock and the 42,745,760
shares of Class B Common Stock beneficially owned by the
Reporting Person constitute 46.1%of the aggregate voting power
of the Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to: (i) 4,619,169 shares of Class A Common Stock
held directly by the Reporting Person; (ii) 2,829,302 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) 2,667,000 shares of Class
A Common Stock subject to exercisable employee stock options
held by the Reporting Person. The Reporting Person shares
voting and dispositive power with (a) Ronald S. Lauder, as
co-trustees of The Estee Lauder 2002 Trust, with respect to
40,220 shares of Class B Common Stock owned by The Estee
Lauder 2002 Trust and (b) William P. Lauder and Joan Krupskas,
as co-trustees of the AAF, with respect to 750,000 shares of
Class A Common Stock owned by the AAF.
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 2,829,302 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 2002 Trust, and 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 40,220 shares of
Class B Common Stock owned by The Estee Lauder 2002 Trust. The
AAF, of which the Reporting Person is a co-trustee, has the
right to receive or the power to direct the receipt of
Page 4 of 8 Pages
dividends from, or the proceeds from the sale of, the 750,000
shares of Class A Common Stock owned by the AAF.
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 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: January 29, 2007 /s/ Leonard A. Lauder
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Leonard A. 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