-----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, HosFs24Gq04edNCx8MgefSP4J/YHHPsg0O5FFgqbXgISG87MhxjhKsyqKfN23rKP uVdoezxse64cAb8Jt93Q4Q== 0001001250-04-000188.txt : 20041115 0001001250-04-000188.hdr.sgml : 20041115 20041115172922 ACCESSION NUMBER: 0001001250-04-000188 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041111 FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 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 RONALD S CENTRAL INDEX KEY: 0000942617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14064 FILM NUMBER: 041147094 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STE 4200 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-11-11 0001001250 ESTEE LAUDER COMPANIES INC EL 0000942617 LAUDER RONALD S THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK NY 10153 1 1 1 0 Chairman Clinique Labs, Inc. Class A Common Stock 2004-11-11 4 C 0 500000 0 A 557553 D Class A Common Stock 2004-11-15 4 S 0 150000 44.7251 D 407553 D Class A Common Stock 3182 I By Decendents of RSL 1966 Trust Class A Common Stock 15384 I Lauder & Sons L.P. Class B Common Stock 0 2004-11-11 4 C 0 500000 0 D Class A Common Stock 500000 18643019 D Class B Common Stock 0 Class A Common Stock 3182 3182 I By Descendents of RSL 1996 Trust Class B Common Stock 0 Class A Common Stock 3846154 3846154 I Lauder & Sons L.P. Class B Common Stock 0 Class A Common Stock 40220 40220 I The Estee Lauder 2002 Trust There is no exercise or conversion price for the Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-for-one basis. 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. On Novenber 11, 2004, the Reporting Person converted 500,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock. The Reporting Person has a short position of 3,394,986 shares of Class A Common Stock established prior to the Issuer's initial public offering. See Exhibit 99.1 Ronald S. Lauder, by Spencer G. Smul, Attorney-in-fact 2004-11-15 EX-24 2 attach_11.txt POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned herebyconstitutes and appoints each of Paul E. Konney, Spencer G. Smul, Moira A. Pastre, Nancy M. Louden, Seth E. Herbert and Kerrian Thomas, 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 6 day of January, 2003. /s/Ronald S. Lauder Ronald S. Lauder EX-99 3 attach_4.txt NOTES AND EXPLANATORY RESPONSES. Exhibit 99.1 On November 11, 2004, Ronald S. Lauder ("RSL" or the "Reporting Person") converted 500,000 shares of Class B Common Stock to the equivalent number of shares of Class A Common Stock. On November 15, 2004 he sold 150,000 shares of Class A Common Stock in a number of transactions with an average sale price of $44.7251. The information regarding shares sold at each price appears in the two columns below: Share Price 12900 44.51 5100 44.52 4100 44.53 1900 44.54 200 44.55 1300 44.56 1400 44.57 1500 44.58 2700 44.59 16900 44.60 2000 44.64 22700 44.76 9700 44.77 7500 44.78 8800 44.79 18100 44.80 2500 44.81 6200 44.82 600 44.83 400 44.84 1700 44.86 800 44.87 2000 44.88 15000 44.89 4000 44.90 After these sales, the amounts of Class A Common Stock and Class B Common Stock beneficially owned by RSL includes: (i) 407,553 shares of Class A Common Stock and 18,643,019 shares of Class B Common Stock held directly, (ii) 3,182 shares of Class A Common Stock and 3,182 shares of Class B Common Stock held indirectly as Trustee of The Descendants of Ronald S. Lauder 1966 Trust, (iii) 15,384 shares of Class A Common Stock and 3,846,154 shares of Class B Common Stock held indirectly as a general partner of Lauder & Sons L.P. (RSL is also a trustee of The 1995 Estee Lauder RSL Trust, which is also a general partner of Lauder & Sons L.P.) and (iv) 40,220 shares of Class B Common Stock held indirectly as trustee of The Estee Lauder 2002 Trust. RSL disclaims beneficial ownership of the shares in clauses (ii), (iii) and (iv) to the extent he does not have a pecuniary interest in such securities. -----END PRIVACY-ENHANCED MESSAGE-----