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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. 5)*
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 8
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CUSIP No. 518439 10 4 13G Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS: Joel S. Ehrenkranz
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: 57,559
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 0
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 57,559
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 10,222,225
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 10,279,784
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): 7.5%
** 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) (c) This report is being filed by Joel S. Ehrenkranz
with a business address of 375 Park Avenue, New
York, New York 10152 (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 10,279,784 shares of Class A
Common Stock as follows: (i) 2,500 shares of Class
A Common Stock directly; (ii) 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"); (iii)
15,384 shares of Class A Common Stock and 3,846,154
shares of Class B Common Stock held indirectly as a
co-trustee of The 1995 Estee Lauder LAL Trust,
which is a general partner of Lauder & Sons L.P.,
which owns the shares; and (iv) 55,059 shares of
Class A Common Stock held indirectly as sole
trustee of The LAL 4002 Trust. The Reporting Person
disclaims beneficial ownership of: (i) the
2,531,471 shares of Class A Common Stock and the
3,829,216 shares of Class B Common Stock held
indirectly as a co-trustee of the GRAT; (ii) the
15,384 shares of Class A Common Stock and the
3,846,154 shares of Class B Common Stock held
indirectly as a co-trustee of The 1995 Estee Lauder
LAL Trust, which is a general partner of Lauder &
Sons L.P., which owns the shares; and (iii) the
55,059 shares of Class A Common Stock held
indirectly as trustee of The LAL 4002 Trust. The
55,059 shares of Class A Common Stock held
indirectly by the Reporting Person as sole trustee
of The LAL 4002 Trust are not subject to the
Stockholders' Agreement (as defined below).
Page 3 of 8 Pages
(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 10,279,784 shares of Class A
Common Stock, which would constitute 7.5% 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 57,559 shares of Class A Common Stock
for which the Reporting Person has voting power
constitute less than 0.1% of the aggregate voting
power of the Issuer.
(c) The Reporting Person shares dispositive power with
William P. Lauder and Gary M. Lauder, 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. The Reporting Person shares dispositive
power with respect to the 15,384 shares of Class A
Common Stock and the 3,846,154 shares of Class B
Common Stock owned by Lauder & Sons L.P. as
follows: (i) the Reporting Person shares
dispositive power with Leonard A. Lauder, as an
individual general partner of Lauder & Sons L.P.
and as a co-trustee of The 1995 Estee Lauder LAL
Trust, which is a general partner of Lauder & Sons
L.P.; (ii) the Reporting Person shares dispositive
power with Ronald S. Lauder, as an individual
general partner of Lauder & Sons L.P. and as a
co-trustee of The 1995 Estee Lauder RSL Trust,
which is a general partner of Lauder & Sons L.P.;
(iii) the Reporting Person shares dispositive power
with Richard D. Parsons and Ira T. Wender, as
co-trustees of The 1995 Estee Lauder RSL Trust,
which is a general partner of Lauder & Sons L.P.;
and (iv) the Reporting Person shares dispositive
power with Ira T. Wender, as a co-trustee of the
1995 Estee Lauder LAL Trust, which is a general
partner of Lauder & Sons L.P. The Reporting Person
as sole trustee of The LAL 4002 Trust has sole
dispositive power with respect to the 55,059 shares
of Class A Common Stock owned by The LAL 4002
Trust.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Page 4 of 8 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Leonard A. Lauder, as grantor of the GRAT, and William P. Lauder and
Gary M. Lauder, as co-trustees 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. The following persons have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of the 15,384 shares of Class A Common Stock and the 3,846,154
shares of Class B Common Stock owned by Lauder & Sons L.P.: (i)
Leonard A. Lauder, as an individual general partner of Lauder & Sons
L.P. and as a co-trustee and beneficiary of The 1995 Estee Lauder
LAL Trust, which is a general partner of Lauder & Sons L.P.; (ii)
Ronald S. Lauder, as an individual general partner of Lauder & Sons
L.P. and as a co-trustee and beneficiary of The 1995 Estee Lauder
RSL Trust, which is a general partner of Lauder & Sons L.P.; (iii)
Richard D. Parsons and Ira T. Wender, as co-trustees of The 1995
Estee Lauder RSL Trust, which is a general partner of Lauder & Sons
L.P.; and (iv) Ira T. Wender, as a co-trustee of The 1995 Estee
Lauder LAL Trust, which is a general partner of Lauder & Sons L.P.
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 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.
The shares owned by the Reporting Person directly and by The LAL
4002 Trust are not subject to the Stockholders' Agreement.
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/ Joel S. Ehrenkranz
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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