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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. 5)*
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, 2003
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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 7 Pages
Exhibit Index Appears on Page 6
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CUSIP No. 518439 10 4 13G Page 2 of 7
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----------------------------- --------------------------------------------------- --------------------------------------------------
1 NAME OF REPORTING PERSONS: LAL FAMILY PARTNERS L.P.
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: CALIFORNIA
------------------------------------ ------ ------------------------------------------------ ---------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 45,734,842
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER: --
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER: 45,734,842
REPORTING
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PERSON WITH 8 SHARED DISPOSITIVE POWER: --
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 45,734,842**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): 27.7%
**SEE ITEM 4
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12 TYPE OF REPORTING PERSON: PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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 LAL Family Partners
L.P. with a business address of 767 Fifth Avenue,
New York, New York 10153 (the "Reporting Person").
The Reporting Person is a California limited
partnership.
(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, 2003, the Reporting Person
beneficially owned 45,734,842 shares of Class A
Common Stock as follows: 3,029,302 shares of Class
A Common Stock and 42,705,540 shares of Class B
Common Stock, par value $.01 per share, of the
Issuer (the "Class B Common Stock").
(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
45,734,842 shares of Class A Common Stock, which
would constitute 27.7% of the number of shares of
Class A Common Stock outstanding.
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 3,029,302 shares of Class A Common
Stock and the 42,705,540 shares of Class B Common
Stock beneficially owned by the Reporting Person
constitute 36.4% of the aggregate voting power of
the Issuer.
Page 3 of 7 Pages
(c) Leonard A. Lauder, as the majority stockholder of
LAL Family Corporation, which is the sole general
partner of the Reporting Person, has sole voting
and dispositive power with respect to the
3,029,302 shares of Class A Common Stock and the
42,705,540 shares of Class B Common Stock owned by
the Reporting Person.
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
Leonard A. Lauder, as a limited partner of the Reporting Person and
as the majority stockholder of LAL Family Corporation, which is the
sole general partner of the Reporting Person, and William P. Lauder
and Gary M. Lauder, as limited partners of the Reporting Person and
stockholders of LAL Family Corporation, have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 3,029,302 shares of Class A Common Stock and
the 42,705,540 shares of Class B Common Stock owned by the Reporting
Person.
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 4 of 7 Pages
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.
LAL Family Partners L.P.
By: LAL Family Corporation,
General Partner
Date: February 12, 2004 By: /s/ Leonard A. Lauder
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Leonard A. Lauder
President
Page 5 of 7 Pages
EXHIBIT INDEX
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Exhibit A -- List of Parties to the Stockholders' Agreement
Page 6 of 7 Pages