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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
THE ESTEE LAUDER COMPANIES INC.
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(Name of Issuer)
CLASS A COMMON STOCK,
PAR VALUE $0.01 PER SHARE 518439 10 4
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(Title of class of securities) (CUSIP number)
CAROL S. BOULANGER, ESQ.
PILLSBURY WINTHROP SHAW PITTMAN LLP
1540 BROADWAY
NEW YORK, NEW YORK 10036-4039
(212) 858-1000
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(Name, address and telephone number of person
authorized to receive notices and communications)
MARCH 4, 2008
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240-13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
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 that would alter disclosures
provided in a prior cover page.
The information required on 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 (the "Act") 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).
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CUSIP No. 518439 10 4 13D Page 2
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1 NAME OF REPORTING PERSONS: Gary M. Lauder Revocable Trust u/a/ dated October 6, 2003
(formerly known as the Gary M. Lauder Revocable Trust u/a/d as of
August 10, 2000)
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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 SOURCE OF FUNDS: Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ]
TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
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NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: -0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0%
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14 TYPE OF REPORTING PERSON: OO
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This Amendment No. 1 amends the Schedule 13D previously filed with the
Securities and Exchange Commission on May 16, 2002 (the "Schedule 13D"), and is
filed by the Gary M. Lauder Revocable Trust u/a dated October 6, 2003 (formerly
known as the Gary M. Lauder Revocable Trust u/a/d as of August 10, 2000) (the
"Reporting Person") ,with respect to the Class A Common Stock, par value $0.01
per share (the "Class A Common Stock"), of The Estee Lauder Companies Inc. (the
"Issuer"). Unless otherwise indicated, all capitalized terms used and not
defined herein have the respective meanings assigned to them in the Schedule
13D. The complete name of the Reporting Person is the Second Amendment and
Restatement of the Gary M. Lauder Revocable Trust u/a dated October 6, 2003.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is supplemented as follows:
(a) The responses of the Reporting Person to Rows (11) through (13) of
the cover page of this Amendment No. 1 are incorporated herein by reference. As
of March 5, 2008, the Reporting Person beneficially owned zero shares of Class A
Common Stock, representing zero percent of the outstanding shares of Class A
Common Stock of the Issuer.
Other parties to the Stockholders' Agreement report their beneficial
ownership separately on Schedule 13G or Schedule 13D, as the case may be.
(b) The responses of the Reporting Person to (i) Rows (7) through (10)
of the cover page of this Amendment No. 1 and (ii) Item 5(a) hereof are
incorporated herein by reference. Gary M. Lauder, as the sole trustee of the
Reporting Person, has sole voting and dispositive power with respect to shares
of Class A Common Stock beneficially owned by the Reporting Person.
(c) During the past 60 days, the Reporting Person (i) gifted 35,400
shares of Class A Common Stock on February 20, 2008, in accordance with a plan
intending to satisfy the requirement of Rule 10b5-1(c) under the Exchange Act
and (ii) effected the following sales of Class A Common Stock in market
transactions through the NYSE in accordance with a plan intending to satisfy the
requirements of Rule 10b5-1(c) under the Exchange Act:
Trade Date of Amount of Price
Transaction Securities* per Share*
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2/20/2008 25,000 $42.0488
2/21/2008 25,000 $42.1384
2/22/2008 25,000 $41.8261
2/25/2008 25,000 $42.854
2/26/2008 25,000 $43.4235
2/27/2008 25,000 $43.5937
2/28/2008 25,000 $42.9064
2/29/2008 25,000 $42.4547
3/3/2008 25,000 $43.0958
3/4/2008 25,000 $43.156
* Shares of Class A Common Stock were sold over the day, and the
aggregate amount and average price are indicated. Excludes brokerage
commissions.
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(d) Gary M. Lauder, as the sole trustee and beneficiary of the
Reporting Person, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Class A Common
Stock owned by the Reporting Person.
(e) On March 4, 2008, the Reporting Person ceased to be a beneficial
owner of more than five percent of the Class A Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is supplemented as follows:
The Stockholders' Agreement was amended by Amendment No. 6 to the
Stockholders' Agreement, effective December 14, 2004, to delete a party, and
such amendment is Exhibit H hereto. The parties to the Stockholders' Agreement,
as amended, are listed on Exhibit I hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is supplemented as follows:
Exhibit H Amendment No. 6 to Stockholders' Agreement (Amendment No.
6 to Stockholders' Agreement (filed by the Issuer as
Exhibit 10.2 to its Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004) (SEC File No. 1-14064)
and incorporated by reference herein).
Exhibit I List of parties to Stockholders' Agreement (as of March 5,
2008).
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
Dated: March 6, 2008
Gary M. Lauder Revocable Trust u/a
dated October 6, 2003
By: /s/ Gary M. Lauder
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Gary M. Lauder, Trustee
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EXHIBIT INDEX
Exhibit H Amendment No. 6 to Stockholders' Agreement (Amendment No.
6 to Stockholders' Agreement (filed by the Issuer as
Exhibit 10.2 to its Quarterly Report on Form 10-Q for the
quarter ended December 31, 2004) (SEC File No. 1-14064)
and incorporated by reference herein).
Exhibit I List of parties to Stockholders' Agreement (as of March 5,
2008).