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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. 5)*
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 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: The Estee Lauder 1994 Trust
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: New York
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NUMBER OF 5 SOLE VOTING POWER: 16,888,803
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 16,888,803
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: --
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 16,888,803** SEE ITEM 4
REPORTING PERSON:
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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): 11.9%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: OO
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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 The Estee Lauder 1994
Trust with a business address of 767 Fifth Avenue,
New York, New York 10153 (the "Reporting Person").
The Reporting Person was organized in the State of
New York.
(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) At December 31, 2001, the Reporting Person
beneficially owned 16,888,803 shares of Class A
Common Stock as follows: 4,698,951 shares of Class A
Common Stock and 12,189,852 shares of Class B Common
Stock, par value $.01 per share, of the Issuer (the
"Class B Common Stock") held directly by the
Reporting Person.
In February 1999, the Reporting Person 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 or the Issuer (the "TRACES
II Trust"), relating to the disposition by the
Reporting Person 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 Reporting Person or
cash in lieu of such shares on February 23, 2002 or
such later date as provided in the TRACES II
Contract (the "Exchange Date"). In January 2002, the
Exchange Date was extended to May 23, 2002 (subject
to acceleration). Subject to the right of the
Reporting Person described in the next sentence, the
Page 3 of 8
precise number of shares to be delivered by the
Reporting Person will be determined in accordance
with the TRACES II Contract as of the Exchange Date.
The Reporting Person has the right to elect to pay
cash upon settlement of the TRACES II Contract.
Until there is delivery of the shares to the TRACES
II Trust (or any other disposition thereof), all
3,988,438 shares of Class A Common Stock continue to
be included in the total for the Reporting Person.
(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 16,888,803 shares of Class A Common
Stock, which would constitute 11.9% 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 4,698,951 shares of Class A Common Stock
and the 12,189,852 shares of Class B Common Stock
beneficially owned by the Reporting Person
constitute 10.4% of the aggregate voting power of
the Issuer.
(c) As co-trustees of the Reporting Person, Leonard A.
Lauder and Ronald S. Lauder share voting power, and
Leonard A. Lauder, Ronald S. Lauder and Ira T.
Wender share dispositive power with respect to the
4,698,951shares of Class A Common Stock and the
12,189,852 shares of Class B Common Stock owned by
the Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Page 4 of 8
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 Reporting Person, and Ira T. Wender, as a
co-trustee of the Reporting Person, 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 Reporting Person.
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
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.
The Estee Lauder 1994 Trust
Date: February 7, 2002 By: /s/ Leonard A. Lauder, trustee
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Date: February 7, 2002 By: /s/ Ronald S. Lauder, trustee
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Date: February 7, 2002 By: /s/ Ira T. Wender, trustee
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EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
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