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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. 11)*
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, 2006
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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)
*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: WILLIAM P. 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: 4,845,322
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 4,745,336
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 4,845,322
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 4,745,336
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 9,590,658
** 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): 7.3%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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Page 2 of 8
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 William P. Lauder with a
business address of 767 Fifth Avenue, New York, New York 10153
(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, 2006, the Reporting Person beneficially
owned 9,590,658 shares of Class A Common Stock as follows: (i)
682,522 shares of Class A Common Stock and 3,162,800 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; (ii) 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 "WPL GRAT Remainder Trust"); (iii)
368,441 shares of Class A Common Stock and 1,343,846 shares of
Class B Common Stock held indirectly as a co-trustee of the
1992 GRAT Remainder Trust f/b/o Gary Lauder (the "GML
Remainder Trust"); (iv) 750,000 shares of Class A Common Stock
held indirectly as co-trustee of the American Art Foundation
("AAF"); and (v) 1,000,000 shares of Class A Common Stock
subject to exercisable stock options held by the Reporting
Person. The Reporting Person disclaims beneficial ownership of
the shares owned by the AAF and such shares are not covered by
the Stockholders' Agreement.
Page 3 of 8
(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
9,590,658 shares of Class A Common Stock, which would
constitute 7.3% 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
3,169,404 shares of Class A Common Stock and the 6,421,254
shares of Class B Common Stock beneficially owned by the
Reporting Person constitute 7.1% of the aggregate voting power
of the Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to the 4,845,322 shares of Class A Common Stock
as follows: (i) 682,522 shares of Class A Common Stock and
3,162,800 shares of Class B Common Stock held directly by the
Reporting Person; and (ii) 1,000,000 shares of Class A Common
Stock subject to exercisable employee stock options held by
the Reporting Person. The Reporting Person shares voting and
dispositive power with (a) Gary M. Lauder and Joel S.
Ehrenkranz, as co-trustees of the WPL Remainder Trust and the
GML 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 the WPL Remainder Trust and the 368,441
shares of Class A Common Stock and the 1,343,846 shares of
Class B Common Stock owned by the GML Remainder Trust and (b)
Leonard A. Lauder and Joan Krupskas, as co-trustees, of the
AAF with respect to 750,000 shares of Class A Common Stock
owned by the AAF.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
Page 4 of 8
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Gary M. Lauder, as a co-trustee and beneficiary of the WPL
Remainder Trust and the GML Remainder Trust, and Joel S.
Ehrenkranz, as a co-trustee of the WPL Remainder Trust and the
GML 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 the WPL
Remainder Trust and the 368,441 shares of Class A Common Stock
and the 1,343,846 of Class B Common Stock owned by the GML
Remainder Trust. The AAF, of which the Reporting Person is a
co-trustee, has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale
of, the 750,000 shares of Class A Common Stock owned by the
AAF.
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 Reporting Person is the designee of Leonard A. 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.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
Page 5 of 8
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: January 30, 2007
/s/ William P. Lauder
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William P. Lauder
Page 6 of 8
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8