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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. 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, 2002
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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 9 Pages
Exhibit Index Appears on Page 8
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CUSIP No. 518439 10 4 13G Page 2 of 8
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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 ORGANIZATION: UNITED STATES OF AMERICA
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NUMBER OF 5 SOLE VOTING POWER: 20,474,703
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 20,474,703
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 3,861,538
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 24,336,241** 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): 16.9%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 75 Rockefeller Plaza, 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, 2002, the Reporting Person beneficially
owned 24,336,241 shares of Class A Common Stock as
follows: (i) 2,221 shares of Class A Common Stock held
directly by the Reporting Person, (ii) 13,998 shares of
Class A Common Stock pursuant to options that were
exercisable on December 31, 2002 (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, 2002), (iii) 4,000,000 shares of
Class A Common Stock and 7,043,961 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)
5,152,545 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)4,261,978 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 (iv) 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 RSL
Trust, which is a general partner of Lauder & Sons L.P.,
which owns the shares. 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, 2002 (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, 2002). At December 31, 2002,
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4,000,000 shares of Class A Common Stock held indirectly
as the sole trustee of the Accumulation Trust are loaned
to Ronald S. Lauder pursuant to a demand loan.
(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 24,336,241 shares of Class A Common
Stock, which would constitute 16.9% 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 4,016,219 shares of Class A
Common Stock and the 16,458,484 shares of Class B Common
Stock for which the Reporting Person has voting power
constitute 14.0% 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 13,998 shares of Class A
Common Stock that the Reporting Person has the right to
acquire pursuant to options that are exercisable within 60
days following December 31, 2002, (ii) the 4,000,000
shares of Class A Common Stock and the 7,043,961 shares of
Class B Common Stock held indirectly as the sole trustee
of the Accumulation Trust, (iii) the 5,152,545 shares of
Class B Common Stock held indirectly as the sole trustee
of the ALZ 2000 Trust and (iv) the 4,261,978 shares of
Class B Common Stock held indirectly as the sole trustee
of the Distribution Trust. 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, who is an individual general partner of Lauder
& Sons L.P. and 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, who is an individual general partner of
Lauder & Sons L.P. and 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 Ira T. Wender, who is a co-trustee 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 Joel S. Ehrenkranz and Ira T.
Wender, who are co-trustees of the 1995 Estee Lauder LAL
Trust, which is a general partner of Lauder & Sons L.P.
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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
4,000,000 shares of Class A Common Stock and the 7,043,961
shares of Class B Common Stock owned by the Accumulation
Trust and (ii) the 4,261,978 shares of Class B Common
Stock owned by the Distribution Trust. Aerin Lauder, as
beneficiary of the ALZ 2000 Trust, has the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the 5,152,545
shares of Class B Common Stock owned by the ALZ 2000
Trust. 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) Ira T.
Wender, as a co-trustee of The 1995 Estee Lauder RSL
Trust, which is a general partner of Lauder & Sons L.P.;
and (iv) Joel S. Ehrenkranz and Ira T. Wender, as
co-trustees 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, 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
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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.
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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 13, 2003
/s/ Richard D. Parsons
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Richard D. Parsons
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EXHIBIT INDEX
Exhibit A -- List of Parties to the Stockholders' Agreement
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