================================================================================
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)
---------------
(Amendment No. 6)*
The Estee Lauder Companies Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, 518439 10 4
par value $.01 per share
--------------------------------------------------------------------------------
(Title of class of securities) (CUSIP number)
December 31, 2001
--------------------------------------------------------------------------------
(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)
----------
*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
================================================================================
--------------------------------------------------------------------- ---------------------------------------------------
CUSIP No. 518439 10 4 13G Page 2 of 7
--------------------------------------------------------------------- ---------------------------------------------------
------------------------- ---------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: The 1992 Leonard A. Lauder Grantor Retained Annuity Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY):
------------------------- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(a) [_]
(b) [x]
------------------------- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------- ---------------------------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
------------------------------- ----- ---------------------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 6,360,687
SHARES
----- ---------------------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
----- ---------------------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 6,360,687
REPORTING
----- ---------------------------------------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER: --
------------------------- ---------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,360,687
REPORTING PERSON:
------------------------- ---------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* N/A
[_]
------------------------- ---------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.7%
** SEE ITEM 4
------------------------- ---------------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON: OO
------------------------- ---------------------------------------------------------------------------------------------------------
* 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 1992
Leonard A. Lauder Grantor Retained
Annuity 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) As of December 31, 2001, the Reporting
Person beneficially owned 6,360,687
shares of Class A Common Stock as
follows: 2,531,471 shares of Class A
Common Stock and 3,829,216 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.
(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 6,360,687 shares of
Class A Common Stock, which would
constitute 5.7% 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 2,531,471 shares of
Class A Common Stock and the 3,829,216
shares of Class B Common Stock
beneficially owned by the Reporting
Person constitute 3.4% of the aggregate
voting power of the Issuer.
(c) As co-trustees of the Reporting Person,
William P. Lauder and Gary M. Lauder
share voting power, and William P.
Lauder, Gary M. Lauder and Joel S.
Page 3 of 7 Pages
Ehrenkranz share dispositive power with
respect to the 2,531,471 shares of Class
A Common Stock and the 3,829,216 shares
of Class B Common Stock owned by the
Reporting Person.
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
Leonard A. Lauder, as grantor of the Reporting Person, William
P. Lauder and Gary M. Lauder, as co-trustees and beneficiaries
of the Reporting Person, and Joel S. Ehrenkranz, 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 2,531,471 shares of Class A
Common Stock and the 3,829,216 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 4 of 7 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.
The 1992 Leonard A. Lauder Grantor
Retained Annuity Trust
Date: February 6, 2002 By: /s/ William P. Lauder, trustee
----------------------------------
Page 5 of 7 Pages
EXHIBIT INDEX
-------------
Exhibit A -- List of Parties to the Stockholders' Agreement
Page 6 of 7 Pages