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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. 9)*
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 8 Pages
Exhibit Index Appears on Page 7
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CUSIP No. 518439 10 4 13G Page 2 of 8 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: 0
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 4,566,098
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 0
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: 4,566,098
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 4,566,098** SEE ITEM 4
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): 3.5%
** 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 8
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 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, 2005, the Reporting Person
beneficially owned 4,566,098 shares of Class A
Common Stock as follows: (i) 368,441 shares of
Class A Common Stock and 1,914,608 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 GRAT
Remainder Trust f/b/o William Lauder (the "WPL
Remainder Trust") and (ii) 368,441 shares of Class
A Common Stock and 1,914,608 shares of Class B
Common Stock held indirectly as co-trustee of the
1992 GRAT Remainder Trust f/b/o Gary Lauder (the
"GML Remainder Trust"). The Reporting Person
disclaims beneficial ownership of the 736,882
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 WPL Remainder Trust and the
GML Remainder Trust.
(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
4,566,098 shares of Class A Common Stock, which
would constitute 3.5% of the number of shares of
Class A Common Stock outstanding.
Page 3 of 8
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 736,882 shares of Class A Common Stock
and the 3,829,216 shares of Class B Common Stock
for which the Reporting Person has voting power
constitute 4.0% of the aggregate voting power of
the Issuer.
(c) The Reporting Person shares voting and dispositive
power with William P. Lauder and Gary M. Lauder,
as co-trustees of the WPL Remainder Trust and the
GML Remainder Trust, with respect to the 368,441
shares of Class A Common Stock and the 1,914,608
shares of Class B Common Stock owned by each of
such trusts.
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
William P. Lauder and Gary M. Lauder, as co-trustees of the WPL
Remainder Trust and the GML Remainder Trust, have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the 736,882 shares of Class A Common
Stock and the 3,829,216 shares of Class B Common Stock owned by the
WPL Remainder Trust and the GML Remainder 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 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.
Page 4 of 8
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable.
Page 5 of 8
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/ Joel S. Ehrenkranz
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Joel S. Ehrenkranz
Page 6 of 8
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 7 of 8
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 8 of 8