-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8DxffZ1XeLEDbaYwfWi9+rhv6ZAqs9uDLfvy7wxcOUI4yzDMa7mktn1sxhzXbp3 5/FoqkH8ILjeYSK8XcYosA== 0001001250-08-000108.txt : 20080611 0001001250-08-000108.hdr.sgml : 20080611 20080611174306 ACCESSION NUMBER: 0001001250-08-000108 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080609 FILED AS OF DATE: 20080611 DATE AS OF CHANGE: 20080611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESTEE LAUDER COMPANIES INC CENTRAL INDEX KEY: 0001001250 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 112408943 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lauder William P CENTRAL INDEX KEY: 0001008082 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14064 FILM NUMBER: 08894031 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NE YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: LAUDER WILLILAM P DATE OF NAME CHANGE: 19960215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 1992 GRAT REMAINDER TRUST FBO WILLIAM LAUDER CENTRAL INDEX KEY: 0001260298 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14064 FILM NUMBER: 08894032 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAUDER GARY M CENTRAL INDEX KEY: 0001008088 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14064 FILM NUMBER: 08894033 BUSINESS ADDRESS: BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 14600 WINCHESTER BLVD CITY: LOS GATOS STATE: CA ZIP: 95030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 1992 GRAT REMAINDER TRUST FBO GARY LAUDER CENTRAL INDEX KEY: 0001260297 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14064 FILM NUMBER: 08894034 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-06-09 0001001250 ESTEE LAUDER COMPANIES INC EL 0001260297 1992 GRAT REMAINDER TRUST FBO GARY LAUDER C/O THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK NY 10153 0 0 1 1 Trust with Insider 0001008088 LAUDER GARY M ICTV INC. 333 W. SAN CARLOS ST., SUITE 400 SAN JOSE CA 95110 0 0 1 0 0001260298 1992 GRAT REMAINDER TRUST FBO WILLIAM LAUDER THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NY NY 10153 0 0 1 1 Trust with Insider 0001008082 Lauder William P THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVE. NEW YORK NY 10036 1 1 1 0 Chief Executive Officer Class A Common Stock 2008-06-09 4 S 0 12281 46.7403 D 12282 D Class A Common Stock 2008-06-10 4 S 0 12282 47.8717 D 0 D Class A Common Stock 2008-06-09 4 S 0 12281 46.7407 D 12282 D Class A Common Stock 2008-06-10 4 S 0 12282 47.87 D 0 D Class A Common Stock 2008-06-09 4 M 0 10000 33.7813 A 252365 D Class A Common Stock 2008-06-09 4 S 0 10000 46.7438 D 242365 D Class A Common Stock 2008-06-10 4 M 0 10000 33.7813 A 252365 D Class A Common Stock 2008-06-10 4 S 0 10000 47.8729 D 242365 D Option (Right to Buy) 33.7813 2008-06-09 4 M 0 10000 D 2001-01-01 2008-07-21 Class A Common Stock 10000 10000 D Option (Right to Buy) 33.7813 2008-06-10 4 M 0 10000 D 2001-01-01 2008-07-21 Class A Common Stock 10000 0 D The 1992 GRAT Remainder Trust f/b/o Gary M. Lauder sold shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on September 5, 2007. The 1992 GRAT Remainder Trust f/b/o Gary M. Lauder also owns 1,343,846 shares of Class B Common Stock. See Exhibit 99.1(a). The 1992 GRAT Remainder Trust f/b/o William P. Lauder sold shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on September 5, 2007. The 1992 GRAT Remainder Trust f/b/o William P. Lauder also owns 1,914,608 shares of Class B Common Stock. See Exhibit 99.1(b). William P. Lauder ("WPL") exercised stock options and sold the underlying shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on September 5, 2007. WPL's direct and indirect holdings are set forth in Exhibit 99.1(d). See Exhibit 99.1(c). The options that were exercised by WPL were part of a grant of options that became exercisable in three tranches in respect of 33,000 on January 1, 2001, 33,000 on January 1, 2002, and 34,000 on January 1, 2003. Not applicable. See Exhibit 99.1(d). See Exhibits 24.1, 24.2, 99.1 and 99.2 incorporated herein by reference. 1992 GRAT Remainder Trust F/B/O Gary Lauder, by Spencer G. Smul, Attorney-in-fact 2008-06-11 Gary M. Lauder, by Spencer G. Smul, Attorney-in-fact 2008-06-11 1992 GRAT Remainder Trust F/B/O William Lauder, by Spencer G. Smul, Attorney-in-fact 2008-06-11 William P. Lauder, by Spencer G. Smul, Attorney-in-fact 2008-06-11 EX-24 2 attach_1.txt EXHIBIT 24.1 GML Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Sara E. Moss, Spencer G. Smul, Charles E. Reese, II, and Patricia E. Donnelly, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of The Estee Lauder Companies Inc. (the "Company") or as a stockholder of the Company or as a trustee of a stockholder of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or liabilities that may arise under, Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of April, 2006. /s/ Gary M. Lauder Gary M. Lauder EX-24 3 attach_2.txt EXHIBIT 24.2 WPL Exhibit 24.2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Sara E. Moss, Spencer G. Smul, Charles E. Reese, II, and Patricia E. Donnelly, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of The Estee Lauder Companies Inc. (the "Company") or as a stockholder of the Company or as a trustee of a stockholder of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or liabilities that may arise under, Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of April, 2006. /s/ William P. Lauder William P. Lauder EX-99 4 attach_3.txt EXHIBIT 99.1 Exhibit 99.1(a) On June 9, 2008, the 1992 GRAT Remainder Trust f/b/o Gary M. Lauder (the "GML GRAT") sold 12,281 shares of Class A Common Stock at an average sale price of $46.7403. The information regarding the shares sold that day at each price per share appears in the two columns below: 100 $46.17 100 $46.20 100 $46.27 100 $46.31 100 $46.41 100 $46.48 100 $46.52 100 $46.54 200 $46.57 200 $46.61 100 $46.63 200 $46.64 400 $46.65 200 $46.66 200 $46.67 600 $46.68 600 $46.69 400 $46.70 500 $46.71 300 $46.72 500 $46.73 200 $46.74 800 $46.75 500 $46.76 400 $46.77 300 $46.78 500 $46.79 700 $46.80 600 $46.81 400 $46.82 400 $46.83 400 $46.84 400 $46.86 300 $46.87 200 $46.89 200 $46.90 200 $46.93 100 $46.94 381 $46.95 100 $46.99 On June 10, 2008, the GML GRAT sold 12,282 shares of Class A Common Stock at an average sale price of $47.8717. The information regarding the shares sold that day at each price per share appears in the two columns below: 100 $46.59 100 $46.63 100 $46.67 100 $46.73 100 $46.76 100 $46.84 100 $46.89 200 $46.92 100 $46.96 100 $47.05 100 $47.13 100 $47.17 100 $47.25 100 $47.28 100 $47.30 100 $47.33 100 $47.34 100 $47.35 200 $47.37 100 $47.39 100 $47.43 100 $47.44 300 $47.45 100 $47.49 100 $47.51 100 $47.52 200 $47.55 300 $47.56 100 $47.57 100 $47.58 100 $47.66 100 $47.69 100 $47.70 100 $47.71 100 $47.76 100 $47.77 100 $47.87 100 $47.88 100 $47.89 100 $47.96 100 $47.99 200 $48.02 100 $48.03 100 $48.04 100 $48.05 100 $48.06 200 $48.07 200 $48.08 200 $48.09 300 $48.10 100 $48.11 300 $48.12 200 $48.13 100 $48.14 300 $48.16 600 $48.18 100 $48.19 700 $48.20 582 $48.21 500 $48.22 400 $48.23 100 $48.24 100 $48.25 100 $48.26 200 $48.27 200 $48.28 200 $48.29 400 $48.30 300 $48.31 200 $48.32 300 $48.33 Exhibit 99.1(b) On June 9, 2008, the 1992 GRAT Remainder Trust f/b/o William P. Lauder (the "WPL GRAT") sold 12,281 shares of Class A Common Stock at an average sale price of $46.7407. The information regarding the shares sold that day at each price per share appears in the two columns below: 100 $46.14 100 $46.17 100 $46.27 100 $46.31 100 $46.42 100 $46.48 100 $46.52 100 $46.54 200 $46.57 100 $46.60 100 $46.61 200 $46.64 300 $46.65 300 $46.66 300 $46.67 700 $46.68 600 $46.69 300 $46.70 500 $46.71 300 $46.72 500 $46.73 200 $46.74 800 $46.75 500 $46.76 400 $46.77 300 $46.78 500 $46.79 600 $46.80 700 $46.81 300 $46.82 400 $46.83 500 $46.84 300 $46.86 200 $46.87 100 $46.88 300 $46.89 200 $46.90 200 $46.93 481 $46.95 100 $46.99 On June 10, 2008, the WPL GRAT sold 12,282 shares of Class A Common Stock at an average sale price of $47.87. The information regarding the shares sold that day at each price per share appears in the two columns below: 100 $46.59 100 $46.63 200 $46.67 100 $46.76 100 $46.84 100 $46.90 100 $46.92 100 $46.93 100 $46.96 100 $47.05 100 $47.13 100 $47.17 100 $47.26 200 $47.28 100 $47.33 200 $47.35 100 $47.36 200 $47.37 100 $47.43 100 $47.44 300 $47.45 100 $47.49 100 $47.51 100 $47.52 200 $47.55 300 $47.56 100 $47.57 100 $47.59 100 $47.67 200 $47.69 100 $47.70 100 $47.76 100 $47.77 200 $47.87 100 $47.88 100 $47.96 100 $47.99 200 $48.02 100 $48.03 200 $48.04 100 $48.05 100 $48.06 200 $48.07 100 $48.08 200 $48.09 300 $48.10 100 $48.11 300 $48.12 200 $48.13 200 $48.14 200 $48.16 100 $48.17 400 $48.18 100 $48.19 1,000 $48.20 482 $48.21 300 $48.22 600 $48.23 400 $48.26 400 $48.28 100 $48.29 300 $48.30 300 $48.31 200 $48.32 300 $48.33 Exhibit 99.1(c) On June 9, 2008, William P. Lauder ("WPL") sold 10,000 shares of Class A Common Stock at an average sale price of $46.7438. The information regarding the shares sold that day at each price per share appears in the two columns below: 100 $46.23 100 $46.28 100 $46.31 100 $46.42 100 $46.48 100 $46.56 100 $46.57 200 $46.59 100 $46.61 200 $46.64 200 $46.65 300 $46.66 200 $46.67 200 $46.68 500 $46.69 500 $46.70 300 $46.71 600 $46.72 200 $46.73 400 $46.74 500 $46.75 200 $46.76 500 $46.77 500 $46.78 400 $46.79 300 $46.80 700 $46.81 100 $46.82 300 $46.83 200 $46.84 100 $46.85 100 $46.86 300 $46.87 100 $46.88 100 $46.89 400 $46.90 200 $46.93 100 $46.94 100 $46.97 200 $46.98 On June 10, 2008, WPL sold 10,000 shares of Class A Common Stock at an average sale price of $47.8729. The information regarding the shares sold that day at each price per share appears in the two columns below: 100 $46.59 100 $46.63 100 $46.64 100 $46.77 100 $46.88 100 $46.91 100 $46.93 100 $46.96 100 $47.08 100 $47.13 100 $47.19 100 $47.28 100 $47.30 100 $47.33 200 $47.34 200 $47.37 100 $47.43 300 $47.45 200 $47.48 100 $47.54 200 $47.56 100 $47.57 100 $47.58 100 $47.61 100 $47.67 100 $47.69 100 $47.70 100 $47.71 100 $47.77 100 $47.86 100 $47.91 100 $47.96 100 $47.98 100 $48.00 100 $48.01 100 $48.05 100 $48.06 200 $48.07 100 $48.08 100 $48.09 600 $48.10 200 $48.13 100 $48.14 100 $48.15 100 $48.16 200 $48.17 100 $48.18 200 $48.19 700 $48.20 200 $48.21 500 $48.22 200 $48.23 600 $48.24 200 $48.25 100 $48.26 100 $48.27 100 $48.28 400 $48.29 200 $48.30 100 $48.31 100 $48.32 100 $48.33 100 $48.35 Exhibit 99.1(d) After the transactions described in notes (1), (3) and (5), the amounts of Class A Common Stock and Class B Common Stock beneficially owned by: Gary M. Lauder include (i) 1,343,846 shares of Class B Common stock held indirectly as trustee of the GML GRAT Remainder Trust, and (ii) 1,914,608 shares of Class B Common Stock held indirectly as trustee of the WPL GRAT Remainder Trust. GML disclaims beneficial ownership of the shares in clauses (i) and (ii) to the extent he does not have a pecuniary interest in such securities. William P. Lauder include (i) 242,365 shares of Class A Common Stock and 3,262,800 shares of Class B Common Stock held directly,(ii) 5,234 shares of Class A Common Stock and 22,870 shares of Class B Common Stock held indirectly by his children, (iii) 1,914,608 shares of Class B Common Stock held indirectly as trustee of the WPL GRAT Remainder Trust, and (iv) 1,343,846 shares of Class B Common stock held indirectly as trustee of the GML GRAT Remainder Trust. WPL disclaims beneficial ownership of the shares owned by his children and the shares in clauses (iii) and (iv) to the extent he does not have a pecuniary interest in such securities. EX-99 5 attach_4.txt EXHIBIT 99.2 Exhibit 99.2 Joint Filer Information ----------------------- Name of Joint Filer: Gary M. Lauder Address of Joint Filer: c/o ICTV Inc. 333 W. San Carlos St., Suite 400 San Jose, CA 95110 Relationship of Joint Filer to Issuer: 10% Owner Issuer Name and Ticker or Trading Symbol: The Estee Lauder Companies Inc. [EL] Date of Earliest Transaction Required to be Reported (Month/Day/Year): 6/9/2008 Designated Filer: 1992 GRAT Remainder Trust f/b/o Gary M. Lauder - ------------------------- Name of Joint Filer: 1992 GRAT Remainder Trust f/b/o William P. Lauder Address of Joint Filer: 767 Fifth Avenue, 40th Floor New York, NY 10153 Relationship of Joint Filer to Issuer: 10% Owner Other (Trust with Insider) Issuer Name and Ticker or Trading Symbol: The Estee Lauder Companies Inc. [EL] Date of Earliest Transaction Required to be Reported (Month/Day/Year): 6/9/2008 Designated Filer: 1992 GRAT Remainder Trust f/b/o Gary M. Lauder - ------------------------ Name of Joint Filer: William P. Lauder Address of Joint Filer: The Estee Lauder Companies Inc. 767 Fifth Avenue New York, NY 10153 Relationship of Joint Filer to Issuer: Director 10% Owner Officer (Chief Executive Officer) Issuer Name and Ticker or Trading Symbol: The Estee Lauder Companies Inc. [EL] Date of Earliest Transaction Required to be Reported (Month/Day/Year): 6/9/2008 Designated Filer: 1992 GRAT Remainder Trust f/b/o Gary M. Lauder -----END PRIVACY-ENHANCED MESSAGE-----