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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)
(AMENDMENT NO. 8)*
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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 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: WILLIAM P. 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: 3,894,278
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 4,879,960
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 3,894,278
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 4,879,960
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,774,238** 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): 6.8%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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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 William P. 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, 2003, the Reporting Person
beneficially owned 8,774,238 shares of Class A
Common Stock as follows: (i) 1,168,240 shares of
Class A Common Stock and 2,264,038 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; (ii) 368,441 shares of
Class A Common Stock and 1,914,608 shares of Class B
Common Stock held indirectly as a co-trustee of the
1992 GRAT Remainder Trust f/b/o the Reporting Person
(the "WPL GRAT Remainder Trust"); (iii) 368,441
shares of Class A Common Stock and 1,914,608 shares
of Class B Common Stock held indirectly as a
co-trustee of the 1992 GRAT Remainder Trust f/b/o
Gary Lauder (the "GML Remainder Trust"); (iv)
313,862 shares of Class A Common Stock held
indirectly as a director of The Lauder Foundation;
and (v) 462,000 shares of Class A Common Stock
subject to exercisable stock options held by the
Reporting Person. The Reporting Person disclaims
beneficial ownership of the 313,862 shares of Class
A Common Stock held indirectly as a director of The
Lauder Foundation.
Page 3 of 8 Pages
(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 8,774,238 shares of Class A Common
Stock, which would constitute 6.8% 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 2,680,984 shares of Class A Common Stock
and the 6,093,254 shares of Class B Common Stock
beneficially owned by the Reporting Person
constitute 5.4% of the aggregate voting power of the
Issuer.
(c) The Reporting Person has sole voting and dispositive
power with respect to the (i) 1,168,240 shares of
Class A Common Stock and 2,264,038 shares of Class B
Common Stock held directly by the Reporting Person;
and (ii) 462,000 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 Gary M. Lauder and
Joel S. Ehrenkranz, as co-trustees of the WPL
Remainder Trust and the GML Remainder Trust, with
respect to the 368,441 shares of Class A Common
Stock and the 1,914,608 shares of Class B Common
Stock owned by each of such trusts. The Reporting
Person shares voting and dispositive power with
respect to the 313,862 shares of Class A Common
Stock held indirectly as a director of The Lauder
Foundation.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
Page 4 of 8 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Gary M. Lauder, as a co-trustee and beneficiary of the WPL
Remainder Trust and the GML Remainder Trust, and Joel S.
Ehrenkranz, as a co-trustee of the WPL Remainder Trust and the GML
Remainder Trust, have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of
the 368,441 shares of Class A Common Stock and the 1,914,608
shares of Class B Common Stock owned by each of such trusts. The
Lauder Foundation, of which the Reporting Person is a director,
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 313,862
shares of Class A Common Stock owned by The Lauder Foundation.
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 Reporting Person is the designee of Leonard A. 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 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 12, 2004 /s/ William P. Lauder
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William P. 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