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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
THE ESTEE LAUDER COMPANIES INC.
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(Name of Issuer)
CLASS A COMMON STOCK,
PAR VALUE $0.01 PER SHARE 518439 10 4
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(Title of class of securities) (CUSIP number)
CAROL S. BOULANGER, ESQ.
PILLSBURY WINTHROP SHAW PITTMAN LLP
1540 BROADWAY
NEW YORK, NEW YORK 10036-4039
(212) 858-1000
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(Name, address and telephone number of person
authorized to receive notices and communications)
MARCH 4, 2008
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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 that 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 (the "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).
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CUSIP No. 518439 10 4 13D Page 2
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1 NAME OF REPORTING PERSONS: 1992 GRAT Remainder Trust f/b/o Gary M. Lauder
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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 SOURCE OF FUNDS: Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ]
TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
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NUMBER OF 7 SOLE VOTING POWER: 1,466,657 (see Item 5)
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 1,466,657 (see Item 5)
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,466,657 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.3% (see Item 5)
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14 TYPE OF REPORTING PERSON: OO
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This Amendment No. 2 amends the Schedule 13D first filed with the
Securities and Exchange Commission on May 16, 2002 and the amendments thereto
(the "Schedule 13D"), and is filed by the 1992 GRAT Remainder Trust f/b/o Gary
M. Lauder (the "Reporting Person"), with respect to the Class A Common Stock,
par value $0.01 per share (the "Class A Common Stock"), of The Estee Lauder
Companies Inc. (the "Issuer"). Unless otherwise indicated, all capitalized terms
used and not defined herein have the respective meanings assigned to them in the
Schedule 13D. The complete name of the Reporting Person is the Article Second
Trust f/b/o Gary M. Lauder u/a/d November 30, 1992, between Leonard A. Lauder,
as grantor, and Joel S. Ehrenkranz, as trustee.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is supplemented as follows:
The Reporting Person may sell 122,811 shares of Class A Common Stock in
accordance with a plan intending to satisfy the requirement of Rule 10b5-1(c)
under the Exchange Act in the second calendar quarter of 2008, depending on the
market prices of the Class A Common Stock at those times.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is supplemented as follows:
(a) The responses of the Reporting Person to Rows (11) through (13) of
the cover page of this Amendment No. 2 are incorporated herein by reference. As
of March 5, 2008, the Reporting Person beneficially owned 1,466,657 shares of
Class A Common Stock as follows: 122,811 shares of Class A Common Stock and
1,343,846 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 1,466,657 shares of Class A Common Stock as of March 5, 2008,
constituting approximately 1.3% 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 January 28, 2008, as set forth in the Issuer's Form 10-Q for the quarterly
period ended December 31, 2007).
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 122,811 shares of Class A
Common Stock and the 1,343,846 shares of Class B Common Stock beneficially owned
by the Reporting Person constitute 1.5% of the aggregate voting power of the
Issuer (based on the number of shares of Class A Common Stock and Class B Common
Stock outstanding as of January 28, 2008, as set forth in the Issuer's Form 10-Q
for the quarterly period ended December 31, 2007).
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Other parties to the Stockholders' Agreement report their beneficial
ownership separately on Schedule 13G or Schedule 13D, as the case may be.
(b) The responses of the Reporting Person to (i) Rows (7) through (10)
of the cover page of this Amendment No. 2 and (ii) Item 5(a) hereof are
incorporated herein by reference. As co-trustees of the Reporting Person, Gary
M. Lauder, William P. Lauder and Joel S. Ehrenkranz share voting and dispositive
power with respect to the shares of Class A Common Stock and Class B Common
Stock owned by the Reporting Person.
(c) During the past 60 days, the Reporting Person effected the
following sales of Class A Common Stock in market transactions through the NYSE
in accordance with a plan intending to satisfy the requirements of Rule
10b5-1(c) under the Exchange Act:
Trade Date of Amount of Price
Transaction Securities* per Share*
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2/20/2008 12,281 $42.052
2/21/2008 12,281 $42.1364
2/22/2008 12,281 $41.8279
2/25/2008 12,281 $42.8586
2/26/2008 12,281 $43.4223
2/27/2008 12,281 $43.5916
2/28/2008 12,281 $42.9098
2/29/2008 12,281 $42.4536
3/3/2008 12,281 $43.098
3/4/2008 12,281 $43.1566
* Shares of Class A Common Stock were sold over the day, and the
aggregate amount and average price are indicated. Excludes brokerage
commissions.
(d) Joel S. Ehrenkranz, as trustee of the Reporting Person, has the
power to direct the receipt of dividends from, and the proceeds from the sale
of, the shares of Class A Common Stock and Class B Common Stock owned by the
Reporting Person. Gary M. Lauder, as beneficiary of the Reporting Person, and
certain other beneficiaries of the Reporting Person, have the right to receive
(at the sole discretion of Joel S. Ehrenkranz) dividends from, or the proceeds
from the sale of, the shares of Class A Common Stock and Class B Common Stock
owned by the Reporting person. William P. Lauder, as beneficiary of the
Reporting Person, and certain other beneficiaries of the Reporting Person, have
the right to receive (at the sole discretion of Joel S. Ehrenkranz), on a
contingent basis, dividends from, or the proceeds from the sale of, the shares
of contingent basis, dividends from, or the proceeds from the sale of, the
shares of Class A Common Stock and Class B Common Stock owned by the Reporting
Person.
(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
Dated: March 6, 2008
1992 GRAT Remainder Trust f/b/o
Gary M. Lauder
By: /s/ Joel S. Ehrenkranz
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Joel S. Ehrenkranz, Trustee
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