-----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, Hv/cSVUI3BFqUXSzhnEZ0DK4B8Tnnts66YP7BRQOyUx9HK7JMBBPhQlEQPO4fnf1 oE/e8TvhYGIgG1RWeROvhA== 0001001250-07-000030.txt : 20070214 0001001250-07-000030.hdr.sgml : 20070214 20070214180328 ACCESSION NUMBER: 0001001250-07-000030 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070212 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAUDER LEONARD A CENTRAL INDEX KEY: 0001006352 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14064 FILM NUMBER: 07623833 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: C/O ESTEE LAUDER COMPANIES INC CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAUDER EVELYN H CENTRAL INDEX KEY: 0001014132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14064 FILM NUMBER: 07623832 BUSINESS ADDRESS: BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 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 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-02-12 0001001250 ESTEE LAUDER COMPANIES INC EL 0001006352 LAUDER LEONARD A THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK NY 10153 1 1 1 0 Chairman 0001014132 LAUDER EVELYN H THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK NY 10153 0 1 0 0 Sr. Corporate Vice President Class A Common Stock 2007-02-12 4 M 0 33300 24.75 A 4652469 D Class A Common Stock 2007-02-12 4 S 0 33300 46.5428 D 4619169 D Class A Common Stock 2007-02-13 4 M 0 33300 24.75 A 4652469 D Class A Common Stock 2007-02-13 4 S 0 33300 46.5821 D 4619169 D Class A Common Stock 2829302 I by LAL Family Partners L.P. Class A Common Stock 390000 I By Evelyn H. Lauder Option (Right to Buy) 24.75 2007-02-12 4 M 0 33300 D 2001-01-01 2007-07-01 Class A Common Stock 33300 633700 D Option (Right to Buy) 24.75 2007-02-13 4 M 0 33300 D 2001-01-01 2007-07-01 Class A Common Stock 33300 600400 D Option (Right to Buy) 24.75 2007-02-14 4 M 0 33300 D 2001-01-01 2007-07-01 Class A Common Stock 33300 567100 D Class B Common Stock Class A Common Stock 42705540 42705540 I By LAL Family Partners L.P. Class B Common Stock Class A Common Stock 40220 40220 I By Estee Lauder 2002 Trust The exercise of stock options and the sale of the underlying shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on August 18, 2006. See Exhibit 99.1. The options that were exercised were part of a grant of options that became exercisable in three tranches in respect of 333,333 on January 1, 2001, 333,333 on January 1, 2002, and 333,334 on January 1, 2003. Not applicable. There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock may be converted immediately on a one-for-one basis by the holder and are automatically converted into Class A Common Stock on a one-for-one basis upon transfer to a person or entity that is not a "Permitted Transferee" or soon after a record date for a meeting of stockholders where the outstanding Class B Common Stock constitutes less than 10% of the outstanding shares of Common Stock of the Issuer. Leonard A. Lauder, by Charles E. Reese, II, Attorney-in-fact 2007-02-14 Evelyn H. Lauder, by Charles E. Reese, II, Attorney-in-fact 2007-02-14 EX-24 2 attach_6.txt Exhibit 24 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/ Leonard A. Lauder Leonard A. Lauder EX-24 3 attach_7.txt Exhibit 24 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 25th day of April, 2006. /s/ Evelyn H. Lauder Evelyn H. Lauder EX-99 4 attach_1.txt Exhibit 99.1 On February 12, 2007, Leonard A. Lauder ("LAL") sold 33,300 shares of Class A Common Stock at an average sale price of $46.5428. The information regarding the shares sold that day at each price per share appears in the two columns below: 100 $46.28 100 $46.30 100 $46.31 100 $46.32 400 $46.33 700 $46.34 700 $46.35 2,100 $46.36 2,400 $46.37 800 $46.38 1,200 $46.39 800 $46.40 400 $46.41 1,100 $46.42 800 $46.43 1,300 $46.44 1,100 $46.45 800 $46.46 500 $46.47 700 $46.48 700 $46.49 500 $46.50 600 $46.51 600 $46.52 100 $46.53 300 $46.54 300 $46.55 800 $46.56 800 $46.57 600 $46.58 400 $46.59 100 $46.60 600 $46.61 800 $46.62 700 $46.63 800 $46.64 200 $46.65 200 $46.66 100 $46.67 400 $46.68 400 $46.69 500 $46.70 200 $46.71 100 $46.72 600 $46.73 100 $46.74 300 $46.75 300 $46.76 200 $46.77 300 $46.78 300 $46.79 200 $46.80 500 $46.81 400 $46.83 400 $46.84 100 $46.85 200 $46.86 600 $46.87 300 $46.88 400 $46.89 200 $46.90 400 $46.91 200 $46.92 200 $46.93 100 $46.95 On February 13, 2007, LAL sold 33,300 shares of Class A Common Stock at an average sale price of $46.5821. The information regarding the shares sold that day at each price per share appears in the two columns below: 100 $46.41 200 $46.42 200 $46.43 200 $46.44 300 $46.45 300 $46.46 600 $46.47 600 $46.48 600 $46.49 1,100 $46.50 2,000 $46.51 1,400 $46.52 2,100 $46.53 1,400 $46.54 2,000 $46.55 1,900 $46.56 700 $46.57 1,300 $46.58 1,900 $46.59 1,700 $46.60 2,000 $46.61 1,200 $46.62 800 $46.63 2,300 $46.64 800 $46.65 800 $46.66 1,100 $46.67 800 $46.68 700 $46.69 500 $46.70 500 $46.71 1,100 $46.72 100 $46.74 After these sales, the amounts of Class A Common Stock and Class B Common Stock beneficially owned by (a) LAL includes (i) 4,619,169 shares of Class A Common Stock held directly, (ii) 2,829,302 shares of Class A Common Stock and 42,705,540 shares Of Class B Common Stock held indirectly as the majority stockholder of LAL Family Corporation, which is the sole general partner of LAL Family Partners L.P., (iii) 40,220 shares of Class B Common Stock held individually as a trustee and beneficiary of The Estee Lauder 2002 Trust, and (iv) 390,000 shares of Class A Common Stock indirectly which are held directly by his wife, Evelyn H. Lauder ("EHL"). LAL disclaims beneficial ownership of the shares in clauses (ii) and (iii) to the extent that he does not have a pecuniary interest in such securities and he disclaims beneficial ownership of the shares in clause (iv) owned by his wife. (b) EHL includes (i) 390,000 shares of Class A Common Stock held directly, (ii) 4,619,169 shares of Class A Common Stock held directly by her husband, LAL, and (iii) 2,829,302 shares of Class A Common Stock and 42,745,760 shares of Class B Common Stock held indirectly by her husband, LAL. EHL disclaims beneficial ownership of securities owned directly and indirectly by her husband, LAL. 2 -----END PRIVACY-ENHANCED MESSAGE-----