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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. 10)*
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
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1 NAME OF REPORTING PERSONS: Gary M. Lauder
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: 199,810
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: 4,566,098
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 199,810
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
REPORTING PERSON: 4,765,908** 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): 3.6%
** 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 Gary M. Lauder with
a business address of ICTV Inc., 14600 Winchester
Boulevard, Los Gatos, California 95032 (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
4,765,908 shares of Class A Common Stock as follows: (i) 8,252
shares of Class A Common Stock held directly by the Reporting
Person; (ii) 2,617 shares of Class A Common Stock and 11,435
shares of Class B Common Stock, par value $.01 per share, of the
Issuer (the "Class B Common Stock"), as custodian under the New
York Uniform Transfers to Minors Act for the benefit of Danielle
Lauder; (iii) 2,617 shares of Class A Common Stock and 11,435
shares of Class B Common Stock as custodian under the New York
Uniform Transfers to Minors Act for the benefit of Rachel Lauder;
(iv) 368,441 shares of Class A Common Stock and 1,914,608 shares
of Class B Common Stock held indirectly as a co-trustee of the
1992 GRAT Remainder Trust f/b/o the Reporting Person (the "GML
Remainder Trust"); (v) 368,441 shares of Class A Common Stock and
1,914,608 shares of 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 (vi) 163,454 shares of Class A
Common Stock held indirectly as sole Trustee of the Gary M.
Lauder Revocable Trust u/a/d as of August 10, 2000, Gary M.
Lauder, as Settlor (the "GML Revocable 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 4,765,908 shares of Class
A Common Stock, which would constitute 3.6% 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 913,822 shares of
Class A Common Stock and the 3,852,086 shares of Class B Common
Stock beneficially owned by the Reporting Person constitute 4.0%
of the aggregate voting power of the Issuer.
(c) The Reporting Person has sole voting and dispositive power with
respect to (i) the 8,252 shares of Class A Common Stock held
directly by the Reporting Person; (ii) the 2,617 shares of Class
A Common Stock and the 11,435 shares of Class B Common Stock held
by the Reporting Person as custodian for Danielle Lauder; (iii)
the 2,617 shares of Class A Common Stock and the 11,435 shares of
Class B Common Stock held by the Reporting Person as custodian
for Rachel Lauder; and (iv) the 163,454 shares of Class A Common
Stock held by the Reporting Person as the sole Trustee of the GML
Revocable Trust. The Reporting Person shares voting and
dispositive power with William P. Lauder and Joel S. Ehrenkranz,
as co-trustees of the GML Remainder Trust and the WPL 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, as a co-trustee and beneficiary of the GML
Remainder Trust and the WPL Remainder Trust, and Joel S.
Ehrenkranz, as a co-trustee of the GML Remainder Trust and the
WPL 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 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. Danielle Lauder, as the beneficiary of the 2,617 shares
of Class A Common Stock and the 11,435 shares of Class B Common
Stock held by the Reporting Person as custodian for her benefit
under the New York Uniform Transfers to Minors Act, has the right
to receive dividends from, or the proceeds from the sale of, such
shares of Class A Common Stock and Class B Common Stock. Rachel
Lauder, as the beneficiary of the 2,617 shares of Class A Common
Stock and the 11,435 shares of Class B Common Stock held by the
Reporting Person as custodian for her benefit under the New York
Uniform Transfers to Minors Act, has the right to receive
dividends from, or the proceeds from the sale of, such shares of
Class A Common Stock and Class B Common Stock.
Page 4 of 8
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.
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/ Gary M. Lauder
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Gary M. Lauder
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