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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, 518439 10 4
par value $.01 per share
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(Title of class of securities) (CUSIP number)
December 31, 2001
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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: 108,024
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 6,360,687
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 108,024
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 6,360,687
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,468,711
REPORTING PERSON:
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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): 4.8%
** 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, 2001, the Reporting Person
beneficially owned 6,468,711 shares of Class
A Common Stock as follows: (i) 79,920 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 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;
and (iv) 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
indirectly as a co-trustee of The 1992
Leonard A. Lauder Grantor Retained Annuity
Trust (the "GRAT").
(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 6,468,711 shares of Class A
Common Stock, which would constitute 4.8% 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
Page 3 of 8 Pages
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 2,616,625 shares
of Class A Common Stock and the 3,852,086
shares of Class B Common Stock beneficially
owned by the Reporting Person constitute 3.4%
of the aggregate voting power of the Issuer.
(c) The Reporting Person has sole voting and
dispositive power with respect to the 79,920
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. The Reporting Person shares
voting power with William P. Lauder and
dispositive power with William P. Lauder and
Joel S. Ehrenkranz, as co-trustees of the
GRAT, 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 GRAT.
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 GRAT, William P. Lauder, as a
co-trustee and beneficiary of the GRAT, and Joel S. Ehrenkranz, as a
co-trustee of the GRAT, 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 GRAT. 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.
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
Page 4 of 8 Pages
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 6 , 2002 /s/ Gary M. Lauder
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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