Edgar Filing: ESTEE LAUDER COMPANIES INC

As filed with the Securities and Exchange Commission on November 1, 2001
Registration No. 33-99554
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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Post Effective Amendment No. 1 To
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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THE ESTEE LAUDER COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware 11-2408943
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)

THE ESTEE LAUDER COMPANIES INC.
FISCAL 1996 SHARE INCENTIVE PLAN
AND EMPLOYMENT AGREEMENTS
(Full Title of Plan)

Paul E. Konney, Esq.
Senior Vice President, General Counsel and Secretary
The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, New York 10153
(212) 572-4200
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)

Copies to:
Jeffrey J. Weinberg, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

NY2:\1086686\04\N@HQ04!.DOC\44090.0009

EXPLANATORY STATEMENT

A total of 9,925,000 shares of Class A common stock, par value $0.01
per share, of The Estee Lauder Companies Inc., a Delaware Corporation (the
"Company" or "Registrant") (as adjusted for stock splits), were registered in
connection with the Company's Fiscal 1996 Share Incentive Plan and Employment
Agreements (the "1996 Plan"), which shares were registered on a Registration
Statement on Form S-8 filed on November 17, 1995 (Registration No. 33-99554)
(the "November 1995 Form S-8"). Of the 9,925,000 shares registered in the
November 1995 Form S-8, 387,711 shares were subject to options or stock units
that were forfeited or cancelled under the 1996 Plan and were carried forward to
the Registrant's Fiscal 1999 Share Incentive Plan. Pursuant to Instruction E to
Form S-8 and the telephonic interpretation of the Securities and Exchange
Commission set forth in Section G. Securities Act Forms, No. 89, of the Division
of Corporation Finance's Manual of Publicly Available Telephone Interpretations
dated July 1997, 387,711 shares of the Registrant's Class A common stock
registered on the November 1995 Form S-8 are being carried forward to, and
deemed covered by, the registration statement on the separate Form S-8 filed
concurrently herewith in connection with the Registrant's Fiscal 1999 Share
Incentive Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Pursuant to General Instruction E to Form S-8 , the contents
of the November 1995 Form S-8 filed by the Registrant with respect to the
securities offered by the 1996 Plan are hereby incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York, on this 31st day of
October, 2001.

THE ESTEE LAUDER COMPANIES INC.

By: /s/ Richard W. Kunes
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Name: Richard W. Kunes
Title: Senior Vice President and
Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Leonard A. Lauder, Ronald S.
Lauder, Fred H. Langhammer, Paul E. Konney and Richard W. Kunes, or any of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to sign any
related Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing required and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them or their substitute or
substitutes, could lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
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/s/ Fred H. Langhammer President, Chief Executive Officer and October 31, 2001
---------------------------------------- Director
Fred H. Langhammer (Principal Executive Officer)

/s/ Leonard A. Lauder Chairman of the Board of Directors October 31, 2001
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Leonard A. Lauder

/s/ Charlene Barshefsky Director October 31, 2001
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Charlene Barshefsky

/s/ Lynn Forester Director October 31, 2001
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Lynn Forester

/s/ Irvine O. Hockaday, Jr. Director October 31, 2001
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Irvine O. Hockaday, Jr.

/s/ Ronald S. Lauder Director October 31, 2001
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Ronald S. Lauder

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/s/ William P. Lauder Director October 31, 2001
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William P. Lauder
Director October 31, 2001
/s/ Richard D. Parsons
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Richard D. Parsons

/s/ Marshall Rose Director October 31, 2001
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Marshall Rose

/s/ Faye Wattleton Director October 31, 2001
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Faye Wattleton

/s/ Richard W. Kunes Senior Vice President and Chief October 31, 2001
---------------------------------------- Financial Officer
Richard W. Kunes (Principal Financial and Accounting
Officer)

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