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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)
(AMENDMENT NO. 9)*
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, 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)
[_] 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 9 Pages
Exhibit Index Appears on Page 8
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CUSIP No. 518439 10 4 13G Page 2 of 9
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1 NAME OF REPORTING PERSONS: RICHARD D. PARSONS
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 UNITED STATES OF AMERICA
ORGANIZATION:
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NUMBER OF 5 SOLE VOTING POWER: 16,561,966
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER:
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 16,561,966
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER:
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED 16,561,966
BY EACH REPORTING PERSON: ** SEE ITEM 4
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) N/A
EXCLUDES CERTAIN SHARES:* [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 11.8%
** 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 Richard D. Parsons with a
business address of One Time Warner Center, New York, New
York 10019 (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) At December 31, 2006, the Reporting Person beneficially
owned 16,561,966 shares of Class A Common Stock as follows:
(i) 2,221 shares of Class A Common Stock held directly by
the Reporting Person, (ii) 38,725 shares of Class A Common
Stock pursuant to options that were exercisable on December
31, 2006 (and the Reporting Person has no other options to
acquire any common stock of the Issuer that will become
exercisable within 60 days following December 31, 2006),
(iii) 3,646,591 shares of Class B Common Stock, par value
$.01 per share, of the Issuer (the "Class B Common Stock"),
held indirectly as the sole trustee of the Trust f/b/o Aerin
Lauder and Jane Lauder u/a/d December 15, 1976 created by
Estee Lauder and Joseph H. Lauder, as Grantors (the
"Accumulation Trust"); (iv) 5,252,545 shares of Class B
Stock as the sole trustee of Aerin Lauder Zinterhofer 2000
Revocable Trust u/a/d April 24, 2000, Aerin Lauder
Zinterhofer, as Grantor (the "ALZ 2000 Trust"); (v)
2,843,002 shares of Class B Common Stock held indirectly as
the sole trustee of the Trust f/b/o Aerin Lauder and Jane
Lauder u/a/d December 15, 1976 created by Ronald S. Lauder,
as Grantor (the "Distribution Trust"); and (vi) 4,778,882
shares of Class B Common Stock held indirectly as the sole
trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d
November 6, 2003, Jane A. Lauder, as Grantor (the "JAL 2003
Trust"). The Reporting Person disclaims beneficial ownership
of all such shares, except the ones he holds directly or
pursuant to options that were exercisable on December 31,
2006 (and the Reporting Person has no other options to
acquire any common stock of the Issuer that will become
exercisable within 60 days following December 31, 2006).
Page 3 of 9
(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 16,561,966 shares of Class A Common Stock,
which would constitute 11.8% 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 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 40,946 shares of Class A Common Stock and the 16,521,020
shares of Class B Common Stock for which the Reporting
Person has voting power constitute 17.4% of the aggregate
voting power of the Issuer.
(c) The Reporting Person has sole voting and dispositive power
with respect to (i) the 2,221 shares of Class A Common Stock
he holds directly and the 38,725 shares of Class A Common
Stock that the Reporting Person has the right to acquire
pursuant to options that are exercisable within 60 days as
of January 1, 2007, (ii) the 3,646,591 shares of Class B
Common Stock held indirectly as the sole trustee of the
Accumulation Trust, (iii) the 5,252,545 shares of Class B
Common Stock held indirectly as the sole trustee of the ALZ
2000 Trust, (iv) the 2,843,002 shares of Class B Common
Stock held indirectly as the sole trustee of the
Distribution Trust, and (v) the 4,778,882 shares of Class B
Common Stock held indirectly as the sole trustee of the JAL
2003 Trust.
Page 4 of 9
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
Aerin Lauder and Jane Lauder, as beneficiaries of the Accumulation
Trust and the Distribution Trust, have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of (i) the 3,646,591 shares of Class B Common Stock owned by
the Accumulation Trust and (ii) the 2,843,002 shares of Class B Common
Stock owned by the Distribution Trust. Aerin Lauder, as beneficiary of
the ALZ 2000 Trust and the ALZ 2004 GRAT, has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of the 5,252,545 shares of Class B Common Stock owned by
the ALZ 2000 Trust. Jane Lauder, as beneficiary of the JAL 2003 Trust,
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the 4,778,882 shares
of Class B Common Stock owned by the JAL 2003 Trust.
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, in his capacity as trustee of various trusts, 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
Ronald S. 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.
Page 5 of 9
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
Page 6 of 9
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 5, 2007
/s/ Richard D. Parsons
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Richard D. Parsons
Page 7 of 9
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 8 of 9
EXHIBIT A
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List of Parties to the Stockholders' Agreement
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Leonard A. Lauder, (a) individually and (b) as Trustee of The Estee Lauder
2002 Trust
Ronald S. Lauder, (a) individually, (b) as Trustee of The Descendents of
Ronald S. Lauder 1966 Trust and (c) as Trustee of The Estee Lauder 2002
Trust
William P. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder
Trust f/b/o William Lauder and (c) as Trustee of the 1992 GRAT Remainder Trust
f/b/o Gary Lauder
Gary M. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder
Trust f/b/o William Lauder, (c) as Trustee of the 1992 GRAT Remainder Trust
f/b/o Gary Lauder, (d) as custodian under the New York Uniform Transfers to
Minors Act for the benefit of Danielle Lauder, (e) as custodian under the New
York Uniform Transfers to Minors Act for the benefit of Rachel Lauder and (f) as
Trustee of the Gary M. Lauder Revocable Trust u/a/d as of August 10, 2000, Gary
M. Lauder, Settlor
LAL Family Partners L.P.
Joel S. Ehrenkranz, (a) as Trustee of the 1992 GRAT Remainder Trust f/b/o
William Lauder and (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary
Lauder
Richard D. Parsons, (a) as Trustee of the Trust f/b/o Aerin Lauder and Jane
Lauder u/a/d December 15, 1976, created by Estee Lauder and Joseph H. Lauder, as
Grantors, (b) as Trustee of the Trust f/b/o Aerin Lauder and Jane Lauder u/a/d
December 15, 1976, created by Ronald S. Lauder, as Grantor, (c) as Trustee of
the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin
Lauder Zinterhofer, as Grantor, (d) as Trustee of the Aerin Lauder Zinterhofer
2004 GRAT and (e) as Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d
November 6, 2003, Jane A. Lauder, as Grantor.
Ira T. Wender, as Trustee of The Estee Lauder 2002 Trust
The Estee Lauder Companies Inc.
The Ronald S. Lauder Foundation
The Rockefeller Trust Company (Delaware) as Trustee of the Aerin Lauder
Zinterhofer 2004 GRAT
Page 9 of 9