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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. 8)*
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: GARY M. 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: 229,210
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 4,566,098
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 229,210
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 4,566,098
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,795,308** 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): 3.8%
** 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 Gary M. Lauder with
a business address of ICTV Inc., 14600 Winchester
Boulevard, Los Gatos, California 95032 (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 4,795,308 shares of Class A
Common Stock as follows: (i) 37,652 shares of
Class A Common Stock held directly by the
Reporting Person; (ii) 2,617 shares of Class A
Common Stock and 11,435 shares of Class B Common
Stock, par value $.01 per share, of the Issuer
(the "Class B Common Stock"), as custodian under
the New York Uniform Transfers to Minors Act for
the benefit of Danielle Lauder; (iii) 2,617 shares
of Class A Common Stock and 11,435 shares of Class
B Common Stock as custodian under the New York
Uniform Transfers to Minors Act for the benefit of
Rachel Lauder; (iv) 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 "GML Remainder Trust"); (v) 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 William Lauder (the "WPL Remainder Trust");
and (vi) 163,454 shares of Class A Common Stock
held indirectly as sole Trustee of the Gary M.
Lauder Revocable Trust u/a/d as of August 10,
2000, Gary M. Lauder, as Settlor (the "GML
Revocable Trust").
(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
4,795,308 shares of Class A Common Stock, which
would constitute 3.8% of the number of shares of
Class A Common Stock outstanding.
Page 3 of 8 Pages
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 943,222 shares of Class A Common Stock
and the 3,852,086 shares of Class B Common Stock
beneficially owned by the Reporting Person
constitute 3.3% of the aggregate voting power of
the Issuer.
(c) The Reporting Person has sole voting and
dispositive power with respect to the 37,652
shares of Class A Common Stock held directly by
the Reporting Person and the 5,234 shares of Class
A Common Stock and the 22,870 shares of Class B
Common Stock held by the Reporting Person as
custodian for Danielle Lauder and Rachel Lauder
and the 163,454 shares of Class A Common Stock
held by the Reporting Person as the sole Trustee
of the GML Revocable Trust. The Reporting Person
shares voting and dispositive power with William
P. Lauder and Joel S. Ehrenkranz, as co-trustees
of the GML Remainder Trust and the WPL 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.
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, as a co-trustee and beneficiary of the GML
Remainder Trust and the WPL Remainder Trust, and Joel S.
Ehrenkranz, as a co-trustee of the GML Remainder Trust and the WPL
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. Danielle
Lauder, as the beneficiary of the 2,617 shares of Class A Common
Stock and the 11,435 shares of Class B Common Stock held by the
Reporting Person as custodian for her benefit under the New York
Uniform Transfers to Minors Act, has the right to receive dividends
from, or the proceeds from the sale of, such shares of Class A
Common Stock and Class B Common Stock. Rachel Lauder, as the
beneficiary of the 2,617 shares of Class A Common Stock and the
11,435 shares of Class B Common Stock held by the Reporting Person
as custodian for her benefit under the New York Uniform Transfers
to Minors Act, has the right to receive dividends from, or the
proceeds from the sale of, such shares of Class A Common Stock and
Class B Common Stock.
Page 4 of 8 Pages
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 12, 2004
/s/ Gary M. Lauder
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Gary M. 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