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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. 7)*
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 Pages
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1 NAME OF REPORTING PERSONS: JOEL S. EHRENKRANZ
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: 0
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 4,566,098
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 0
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 8,427,636
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,427,636** 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): 6.5%
** 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 Joel S. Ehrenkranz
with a business address of 375 Park Avenue, New
York, New York 10152 (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 8,427,636 shares of Class A
Common Stock as follows: (i) 368,441 shares of
Class A Common Stock and 1,914,608 shares of Class
B Common Stock, par value $.01 per share, of the
Issuer (the "Class B Common Stock") held
indirectly as a co-trustee of the 1992 GRAT
Remainder Trust f/b/o William Lauder (the "WPL
Remainder Trust"); (ii) 368,441 shares of Class A
Common Stock and 1,914,608 shares of Class B
Common Stock held indirectly as co-trustee of the
1992 GRAT Remainder Trust f/b/o Gary Lauder (the
"GML Remainder Trust"); and (iii) 15,384 shares of
Class A Common Stock and 3,846,154 shares of Class
B Common Stock held indirectly as a co-trustee of
The 1995 Estee Lauder LAL Trust, which is a
general partner of Lauder & Sons L.P., which owns
the shares. The Reporting Person disclaims
beneficial ownership of: (i) the 736,882 shares of
Class A Common Stock and the 3,829,216 shares of
Class B Common Stock held indirectly as a
co-trustee of the WPL Remainder Trust and the GML
Remainder Trust; and (ii) the 15,384 shares of
Class A Common Stock and the 3,846,154 shares of
Class B Common Stock held indirectly as a
co-trustee of The 1995 Estee Lauder LAL Trust,
which is a general partner of Lauder & Sons L.P.,
which owns the shares.
(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
Page 3 of 8 Pages
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
8,427,636 shares of Class A Common Stock, which
would constitute 6.5% 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 736,882 shares of Class A Common Stock
and the 3,829,216 shares of Class B Common Stock
for which the Reporting Person has voting power
constitute 3.3% of the aggregate voting power of
the Issuer.
(c) The Reporting Person shares voting and dispositive
power with William P. Lauder and Gary M. Lauder,
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
dispositive power with respect to the 15,384
shares of Class A Common Stock and the 3,846,154
shares of Class B Common Stock owned by Lauder &
Sons L.P. as follows: (i) the Reporting Person
shares dispositive power with Leonard A. Lauder,
as an individual general partner of Lauder & Sons
L.P. and as a co-trustee of The 1995 Estee Lauder
LAL Trust, which is a general partner of Lauder &
Sons L.P.; (ii) the Reporting Person shares
dispositive power with Ronald S. Lauder, as an
individual general partner of Lauder & Sons L.P.
and as a co-trustee of The 1995 Estee Lauder RSL
Trust, which is a general partner of Lauder & Sons
L.P.; (iii) the Reporting Person shares
dispositive power with Richard D. Parsons and Ira
T. Wender, as co-trustees of The 1995 Estee Lauder
RSL Trust, which is a general partner of Lauder &
Sons L.P.; and (iv) the Reporting Person shares
dispositive power with Ira T. Wender, as a
co-trustee of the 1995 Estee Lauder LAL Trust,
which is a general partner of Lauder & Sons L.P.
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 co-trustees 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 736,882 shares of Class A
Common Stock and the 3,829,216 shares of Class B Common Stock
Page 4 of 8 Pages
owned by the WPL Remainder Trust and the GML Remainder Trust. The
following persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the 15,384 shares of Class A Common Stock and the 3,846,154 shares
of Class B Common Stock owned by Lauder & Sons L.P.: (i) Leonard
A. Lauder, as an individual general partner of Lauder & Sons L.P.
and as a co-trustee and beneficiary of The 1995 Estee Lauder LAL
Trust, which is a general partner of Lauder & Sons L.P.; (ii)
Ronald S. Lauder, as an individual general partner of Lauder &
Sons L.P. and as a co-trustee and beneficiary of The 1995 Estee
Lauder RSL Trust, which is a general partner of Lauder & Sons
L.P.; (iii) Richard D. Parsons and Ira T. Wender, as co-trustees
of The 1995 Estee Lauder RSL Trust, which is a general partner of
Lauder & Sons L.P.; and (iv) Ira T. Wender, as a co-trustee of The
1995 Estee Lauder LAL Trust, which is a general partner of Lauder
& Sons L.P.
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: February 2, 2004 /s/ Joel S. Ehrenkranz
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Joel S. Ehrenkranz
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