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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. 5)*
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, 2003
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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 7 Pages
Exhibit Index Appears on Page 6
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CUSIP No. 518439 10 4 13G Page 2 of 7
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1 NAME OF REPORTING PERSONS: TRUST F/B/O AERIN LAUDER AND JANE LAUDER U/A/D
DECEMBER 15, 1976 CREATED BY ESTEE LAUDER AND
JOSEPH H. LAUDER, AS GRANTORS
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: 10,543,961
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 10,543,961
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: --
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,543,961** SEE ITEM 4
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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): 8.1%
** 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 Trust f/b/o Aerin
Lauder and Jane Lauder u/a/d December 15, 1976
created by Estee Lauder and Joseph H. Lauder, as
Grantors, with a business address of c/o Richard D.
Parsons, 75 Rockefeller Plaza, New York, New York
10019 (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, 2003, the Reporting Person
beneficially owned 10,543,961 shares of Class A
Common Stock as follows: 3,500,000 shares of Class A
Common Stock and 7,043,961 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. At December 31, 2003, 3,500,000
shares of Class A Common Stock were loaned to Ronald
S. Lauder pursuant to a demand loan.
(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 10,543,961 shares of Class A Common
Stock, which would constitute 8.1% 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 3,500,000 shares of Class A Common Stock
and the 7,043,961 shares of Class B Common Stock
beneficially owned by the Reporting Person
constitute 6.3% of the aggregate voting power of the
Issuer.
(c) Richard D. Parsons, as the sole trustee of the
Reporting Person, has sole voting and dispositive
power with respect to the 3,500,000 shares of Class
A Common Stock and the 7,043,961 shares of Class B
Common Stock owned by the Reporting Person.
Page 3 of 7
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
Aerin Lauder and Jane Lauder, as beneficiaries of the Reporting
Person, and Richard D. Parsons, as the sole 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 3,500,000
shares of Class A Common Stock and the 7,043,961 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. Mr. Parsons is the designee of Ronald S. 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 4 of 7
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 12, 2004
Trust f/b/o Aerin Lauder and Jane Lauder
u/a/d December 15, 1976, created by Estee
Lauder and Joseph H. Lauder, as Grantors
By: /s/ Richard D. Parsons
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Richard D. Parsons, trustee
Page 5 of 7
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 6 of 7