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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - September 24, 2003
(Date of Earliest Event Reported)
The Estee Lauder Companies Inc.
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(Exact name of registrant as specified in its charter)
Commission File No. 1-14064
Delaware 11-2408943
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(State of Incorporation) (I.R.S. Employer
Identification No.)
767 Fifth Avenue, New York, New York 10153
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (212) 572-4200
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On September 24, 2003, The Estee Lauder Companies Inc. entered into a
firm commitment underwriting agreement with Citigroup Global Markets Inc., J.P.
Morgan Securities Inc., Goldman, Sachs & Co., BNP Paribas Securities Corp. and
Fleet Securities, Inc. to sell $200,000,000 of its 5.75% Senior Notes due 2033
(the "Notes") under a Registration Statement (File No. 333-104133) on Form S-3
declared effective on April 10, 2003. The transaction was completed on September
29, 2003, and the Notes were issued under the indenture previously executed
between The Estee Lauder Companies Inc. and U.S. Bank Trust National
Association, as successor in interest to State Street Bank and Trust Company, as
trustee.
A copy of each of the underwriting agreement, the indenture, the
officers' certificate setting forth the terms of the Notes and the global note
are attached hereto as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE ESTEE LAUDER COMPANIES INC.
By: /s/ Richard W. Kunes
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Name: Richard W. Kunes
Title: Senior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
Dated: September 29, 2003
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EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement, dated as of September 24,
2003, among the Company and Citigroup Global
Markets Inc., J.P. Morgan Securities Inc.,
Goldman, Sachs & Co., BNP Paribas Securities Corp.
and Fleet Securities, Inc.
4.1 Indenture, dated as of November 5, 1999, between
the Company and U.S. Bank Trust National
Association, as successor in interest to State
Street Bank and Trust Company, N.A. (filed as
Exhibit 4 to Amendment No. 1 to the Company's
Registration Statement on Form S-3 (No. 333-85947)
on November 5, 1999 and incorporated herein by
reference).
4.2 Officers' Certificate, dated September 29, 2003,
defining certain terms of the 5.75% Senior Notes
due 2033.
4.3 Global Note for the 5.75% Senior Notes due 2033.
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