EL » Topics » Sales of Unregistered Securities

This excerpt taken from the EL 10-K filed Aug 19, 2009.

Sales of Unregistered Securities

 

Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company.  There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.  The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

 

During the three months ended June 30, 2009, no holders of Class B Common Stock converted such shares into Class A Common Stock.

 

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This excerpt taken from the EL 10-Q filed Oct 28, 2008.

Sales of Unregistered Securities

 

Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company.  There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.  The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

 

During the three months ended September 30, 2008, no holders of Class B Common Stock converted such shares into Class A Common Stock.

 

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Table of Contents

 

THE ESTÉE LAUDER COMPANIES INC.

 

These excerpts taken from the EL 10-K filed Aug 21, 2008.

Sales of Unregistered Securities

 

Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company.  There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.  The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

 

During the three months ended June 30, 2008, the holder set forth in the table converted shares of Class B Common Stock into Class A Common Stock on the date set forth in the table below:

 

Stockholder That Converted Class B Common Stock to Class A Common Stock

 

Date of Conversion

 

Number of Shares Converted/ Received

Ronald S. Lauder

 

May 21, 2008

 

400,000

 

- 18 -


Sales of Unregistered Securities



 



Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company.  There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.  The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

ize="2" face="Times New Roman" style="font-size:10.0pt;"> 



During the three months ended June 30, 2008, the holder set forth
in the table converted shares of Class B Common Stock into Class A
Common Stock on the date set forth in the table below:



 





















Stockholder
That Converted Class B Common Stock to Class A Common Stock



 



Date of
Conversion



 



Number
of Shares Converted/ Received



Ronald S. Lauder



 



May 21, 2008



 



400,000






 



- 18 -











This excerpt taken from the EL 10-Q filed May 6, 2008.

Sales of Unregistered Securities

 

Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company.  There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.  The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

 

During the three months ended March 31, 2008, the holders set forth in the table converted shares of Class B Common Stock into Class A Common Stock on the dates set forth in the table below:

 

Stockholder That Converted
Class B Common Stock to Class
A Common Stock

 

Date of Conversion

 

Number of Shares
Converted/
Received

 

Ronald S. Lauder

 

February 27, 2008

 

750,000

 

 

This excerpt taken from the EL 10-Q filed Feb 1, 2008.

Sales of Unregistered Securities

 

Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company.  There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.  The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

 

During the three months ended December 31, 2007, no holders of Class B Common Stock converted such shares into Class A Common Stock.

 

This excerpt taken from the EL 10-Q filed Oct 25, 2007.

Sales of Unregistered Securities

 

Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company. There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company. The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

 

During the three months ended September 30, 2007, the holders set forth in the table converted shares of Class B Common Stock into Class A Common Stock on the dates set forth in the table below:

 

Stockholder That Converted 
Class B Common Stock to Class 
A Common Stock

 

Date of Conversion

 

Number of Shares
Converted/
Received

 

Ronald S. Lauder

 

September 4, 2007

 

2,500,000

 

Ronald S. Lauder

 

September 7, 2007

 

87,500

 

 

This excerpt taken from the EL 10-K filed Aug 28, 2007.

Sales of Unregistered Securities

Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company.  There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.  The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

During the three months ended June 30, 2007, no holders of Class B Common Stock converted such shares into Class A Common Stock.

18




This excerpt taken from the EL 10-K filed Aug 25, 2006.

Sales of Unregistered Securities

Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company.  There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.  The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

During the three months ended June 30, 2006, the holders set forth in the table converted shares of Class B Common Stock into Class A Common Stock on the dates set forth in the table below:

Stockholder That Converted Class B
Common Stock to Class A Common
Stock

 

Date of Conversion

 

Number of Shares
Converted/Received

 

Ronald S. Lauder

 

06/29/2006

 

394,986

 

 

19




This excerpt taken from the EL 10-K filed Sep 2, 2005.

Sales of Unregistered Securities

 

Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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 Company.  There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company.  The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

 

During fiscal 2005, the holders set forth in the table converted shares of Class B Common Stock into Class A Common Stock on the dates set forth in the table below:

 

Stockholder That Converted Class B
Common Stock to Class A Common
Stock

 

Date of Conversion

 

Number of Shares
Converted/ Received

 

Ronald S. Lauder

 

08/19/2004

 

400,000

 

Ronald S. Lauder

 

09/30/2004

 

1,000,000

 

Ronald S. Lauder

 

11/11/2004

 

500,000

 

Ronald S. Lauder

 

05/24/2005

 

750,000

 

Ronald S. Lauder

 

05/24/2005

 

972,000

 

Lauder & Son L.P.

 

06/08/2005

 

250,000

 

Ronald S. Lauder

 

06/14/2005

 

1,500,000

 

 

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