SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 24, 2004
The Estee Lauder Companies Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2408943
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
767 Fifth Avenue, New York, New York 10153
(Address of principal executive offices) (Zip Code)
Commission File Number: 1-14064
212-572-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On August 24, 2004, the Stock Plan Subcommittee of the Compensation Committee of
the Board of Directors of The Estee Lauder Companies Inc. (the "Corporation")
granted options to certain executive officers of the Corporation pursuant to The
Estee Lauder Companies Inc. Fiscal 2002 Share Incentive Plan.
Grants were made to the following executive officers listed in the Summary
Compensation Table in the Corporation's last proxy statement or that are
expected to be listed in the Corporation's upcoming proxy statement:
Shares of Class A Common
Named Executive Officer Stock Underlying Options
William P. Lauder 300,000
Patrick Bousquet-Chavanne 100,000
Daniel J. Brestle 100,000
Philip Shearer 100,000
Each option has an exercise price equal to $43.10 per share. The options are
generally exercisable in three substantially equal annual tranches beginning on
January 1, 2006. Options become exercisable earlier upon death, disability or
retirement of the optionee or a change in control of the Corporation. All
options expire on August 24, 2014, subject to earlier termination or forfeiture
and the expiration of the one year period after death in the case of death after
August 24, 2013. Earlier termination or forfeiture can occur if the employee
resigns other than by reason of retirement or is terminated. Post-termination
exercises are subject to non-competition and good conduct requirements. A copy
of the Form of Stock Option Agreement providing additional information regarding
the terms of each option is incorporated by reference to Exhibit No. 10.2 filed
with this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
----------- -----------
10.1 Fiscal 2002 Share Incentive Plan (filed as Exhibit 4(d) to our
Registration Statement on Form S-8 (No. 333-72684) on November 1,
2001)*
10.2 Form of Stock Option Agreement under Fiscal 2002 Share Incentive
Plan
* Incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE ESTEE LAUDER COMPANIES INC.
Date: August 26, 2004 By: /s/Richard W. Kunes
-----------------------------------
Richard W. Kunes
Senior Vice President
and Chief Financial Officer
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THE ESTEE LAUDER COMPANIES INC.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Fiscal 2002 Share Incentive Plan (filed as Exhibit 4(d) to our
Registration Statement on Form S-8 (No. 333-72684) on November 1,
2001)*
10.2 Form of Stock Option Agreement under Fiscal 2002 Share Incentive
Plan
* Incorporated by reference.
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