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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. 6)*
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 9 Pages
Exhibit Index Appears on Page 8
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CUSIP No. 518439 10 4 13G Page 2 of 9
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1 NAME OF REPORTING PERSONS: RICHARD D. PARSONS
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: 19,982,403
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 19,982,403
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 3,861,538
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 23,843,941
** 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): 16.7%
** 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 Richard D. Parsons
with a business address of 75 Rockefeller Plaza, New
York, New York 10019 (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) At December 31, 2003, the Reporting Person
beneficially owned 23,843,941 shares of Class A
Common Stock as follows: (i) 2,221 shares of Class A
Common Stock held directly by the Reporting Person,
(ii) 21,698 shares of Class A Common Stock pursuant
to options that were exercisable on December 31,
2003 (and the Reporting Person has no other options
to acquire any common stock of the Issuer that will
become exercisable within 60 days following December
31, 2003), (iii) 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 indirectly as the sole
trustee of 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 (the
"Accumulation Trust"); (iv) 5,152,545 shares of
Class B Stock as the sole trustee of Aerin Lauder
Zinterhofer 2000 Revocable Trust u/a/d April 24,
2000, Aerin Lauder Zinterhofer, as Grantor (the "ALZ
2000 Trust"); (v) 4,261,978 shares of Class B Common
Stock held indirectly as the sole trustee of the
Trust f/b/o Aerin Lauder and Jane Lauder u/a/d
December 15, 1976 created by Ronald S. Lauder, as
Grantor (the "Distribution Trust"); and (vi) 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 RSL Trust, which
is a general partner of Lauder & Sons L.P., which
owns the shares. The Reporting Person disclaims
beneficial ownership of all such shares, except the
ones he holds directly or pursuant to options that
were exercisable on December 31, 2003 (and the
Reporting Person has no other options to acquire any
common stock of the Issuer that will become
exercisable within 60 days following December 31,
2003). At December 31, 2003, 3,000,000 shares of
Class A Common Stock held indirectly as the sole
trustee of the Accumulation Trust are loaned to
Ronald S. Lauder pursuant to a demand loan.
Page 3 of 9 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 23,843,941 shares of Class A Common
Stock, which would constitute 16.7% 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 3,539,303 shares of Class A Common Stock
and the 20,304,638 shares of Class B Common Stock
for which the Reporting Person has voting power
constitute 14.2% of the aggregate voting power of
the Issuer.
(c) The Reporting Person has sole voting and dispositive
power with respect to (i) the 2,221 shares of Class
A Common Stock he holds directly and the 21,698
shares of Class A Common Stock that the Reporting
Person has the right to acquire pursuant to options
that are exercisable within 60 days following
December 31, 2003, (ii) the 3,500,000 shares of
Class A Common Stock and the 7,043,961 shares of
Class B Common Stock held indirectly as the sole
trustee of the Accumulation Trust, (iii) the
5,152,545 shares of Class B Common Stock held
indirectly as the sole trustee of the ALZ 2000 Trust
and (iv) the 4,261,978 shares of Class B Common
Stock held indirectly as the sole trustee of the
Distribution Trust. 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
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 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 Ira T. Wender,
as a co-trustee 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 Joel S. Ehrenkranz and Ira T.
Wender, as co-trustees of the 1995 Estee Lauder
LAL Trust, which is a general partner of Lauder &
Sons L.P.
Page 4 of 9 Pages
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 Accumulation
Trust and the Distribution Trust, have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of (i) the 3,500,000 shares of Class A Common Stock
and the 7,043,961 shares of Class B Common Stock owned by the
Accumulation Trust and (ii) the 4,261,978 shares of Class B Common
Stock owned by the Distribution Trust. Aerin Lauder, as
beneficiary of the ALZ 2000 Trust, has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the 5,152,545 shares of Class B Common Stock
owned by the ALZ 2000 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) Ira
T. Wender, as a co-trustee of The 1995 Estee Lauder RSL Trust,
which is a general partner of Lauder & Sons L.P.; and (iv) Joel S.
Ehrenkranz and Ira T. Wender, as co-trustees 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, in his capacity as trustee of various
trusts, 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 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.
Page 5 of 9 Pages
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
Page 6 of 9 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/ Richard D. Parsons
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Richard D. Parsons
Page 7 of 9 Pages
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 8 of 9 Pages