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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. 8)*
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, 2005
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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 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 ORGANIZATION: UNITED STATES OF AMERICA
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NUMBER OF 5 SOLE VOTING POWER: 17,355,851
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 101,115
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 17,355,851
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 101,115
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 17,456,966
** 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): 12.1%
** SEE ITEM 4
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12 TYPE OF REPORTING PERSON: IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9
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, 2005, the Reporting Person
beneficially owned 17,456,966 shares of Class A
Common Stock as follows: (i) 2,221 shares of
Class A Common Stock held directly by the
Reporting Person, (ii) 33,725 shares of Class A
Common Stock pursuant to options that were
exercisable on December 31, 2005 (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, 2005), (iii) 500,000
shares of Class A Common Stock and 4,146,591
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) 5,051,430 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"); (vi) 101,115 shares of
Class B Common Stock held indirectly as the
co-trustee of the Aerin Lauder Zinterhofer 2004
GRAT; 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, 2004 (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, 2005). At December 31,
2005, 500,000 shares of Class A Common Stock
Page 3 of 9
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 17,456,966 shares
of Class A Common Stock, which would constitute
12.1% 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
535,946 shares of Class A Common Stock and the
16,921,020 shares of Class B Common Stock for
which the Reporting Person has voting power
constitute 17.2% 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 33,725 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,
2006, (ii) the 500,000 shares of Class A Common
Stock and the 4,146,591 shares of Class B
Common Stock held indirectly as the sole
trustee of the Accumulation Trust, (iii) the
5,051,430 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. The Reporting Person shares voting and
dispositive power with respect to 101,115
shares of Class B Common Stock owned by the
Aerin Lauder Zinterhofer 2004 GRAT.
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 500,000 shares
of Class A Common Stock and the 4,146,591 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 (i) the 5,051,430 shares of Class B
Common Stock owned by the ALZ 2000 Trust and (ii), on or after
May 26, 2006, up to 101,115 shares of the Class B Common Stock
owned by the ALZ 2004 GRAT. 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 8, 2006
/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