The information in this preliminary pricing supplement is not complete
and may be changed. This preliminary pricing supplement and the
accompanying prospectus supplement and prospectus are not offers to
sell these securities and are not soliciting an offer to buy these securities in
any jurisdiction where the offer or sale is not permitted.
Subject
to Completion
Preliminary
Pricing Supplement dated May 6, 2008
Filed
Pursuant to Rule 424(b)(2)
Registration
No. 333-126987
Pricing
Supplement No. 2 dated May , 2008
(To
Prospectus Supplement and
Prospectus,
each dated September 6, 2005)
Colgate-Palmolive
Company
Medium-Term
Notes - Floating Rate
Series
F
We are
hereby offering to sell Notes having the terms specified below to you with the
assistance of Morgan Stanley & Co. Incorporated, UBS Securities LLC,
Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and J.P. Morgan Securities Inc. (the “Agents”), acting as
principal, at a fixed initial public offering price
of % of the principal amount.
|
Principal
Amount: $
Issue
Price: %
Stated
Maturity Date: May , 2048
CUSIP
Number:
|
Trade
Date: May , 2008
Expected
Issue Date: May ,
2008
Net
Proceeds to Colgate: $
Agent’s
Discount or
Commission: $
|
Base
Rate:
[ ] Certificate
of Deposit Rate
[ ] CMT
Rate
[ ] Commercial
Paper Rate
[ ] Eleventh
District Cost of Funds Rate
[ X ] LIBOR Reuters Page
LIBOR 01
[ ] Prime
Rate
[ ] Treasury
Rate
[ ] Other (see
attached)
Interest
Reset Dates: February ,
May , August and
November of each year, commencing on
August , 2008
Interest
Determination Dates: Quarterly, two London Banking Days prior to each
Interest Reset Date
Interest
Rate Reset Period: Quarterly
Interest
Payment Dates: February ,
May , August and
November of each year, commencing on
August , 2008
Index
Maturity: 3 month
Index
Currency: US Dollars
Spread: %
Spread
Multiplier: N/A
Maximum
Interest Rate: N/A
Minimum
Interest Rate: N/A
Day Count
Convention:
[ ] 30/360
for the period from ________ to ________
[ X
] Actual / 360
for the period from May , 2008 to
May , 2048.
[ ] Actual
/ Actual for the period from
to
|
Redemption:
|
The
Notes may be redeemed at the option of Colgate prior to the stated
maturity date. See “Other Provisions – Optional Redemption”
below.
|
| Optional Repayment: | The Notes may be repaid at the option of the holders prior to the stated maturity date. See “Other Provisions – Optional Repayment” below. |
Currency:
Specified
Currency: US
Dollars
Minimum
Denomination: $1,000
Original
Issue
Discount: [ ] [
X ] No
Total
amount of OID:
Yield to
Maturity:
Initial
Accrual Period:
Form: [
X
] Book-entry [ ] Certificated
[ X
] Other
provisions:
|
Optional
Redemption:
|
Colgate
may at its option elect to redeem the Notes, in whole or in part, in
increments of $1,000 or any multiple of $1,000, upon not less than 30 nor
more than 60 days’ prior written notice to the holders, on
May , 2038 or on any business day thereafter at the
following redemption prices corresponding to the periods set forth below
(expressed as a percentage of the principal amount of the Notes), together
with any unpaid accrued interest to the redemption
date:
|
|
If
Redeemed During
the 12-Month Period
Commencing on:
|
Redemption
Price
|
||
|
May ,
2038
|
105.00%
|
||
|
May ,
2039
|
104.50
|
||
|
May ,
2040
|
104.00
|
||
|
May ,
2041
|
103.50
|
||
|
May ,
2042
|
103.00
|
||
|
May ,
2043
|
102.50
|
2
|
If
Redeemed During
the 12-Month Period
Commencing on:
|
Redemption
Price
|
||
|
May ,
2044
|
102.00%
|
||
|
May ,
2045
|
101.50
|
||
|
May ,
2046
|
101.00
|
||
|
May ,
2047 and
thereafter
to, but excluding, maturity
|
100.50
|
|
Optional
Repayment:
|
Notwithstanding
anything to the contrary contained in the Prospectus Supplement dated
September 6, 2005, the holders of the Notes may elect to cause
Colgate to repurchase the Notes, in whole or in part, in increments of
$1,000 or any multiple of $1,000, upon not less than 30 nor more than 60
days’ prior written notice to Colgate, on
May of each of the years set forth below, at
the amounts corresponding to the years set forth below (expressed as a
percentage of the principal amount of the Notes), together with any unpaid
accrued interest to the repayment
date:
|
|
Repayment
Date
|
Repayment
Price
|
||
|
May ,
2009
|
98.00%
|
||
|
May ,
2010
|
98.00
|
||
|
May ,
2011
|
98.00
|
||
|
May ,
2012
|
98.00
|
||
|
May ,
2013
|
98.00
|
||
|
May ,
2014
|
99.00
|
||
|
May ,
2015
|
99.00
|
||
|
May ,
2016
|
99.00
|
||
|
May ,
2017
|
99.00
|
||
|
May ,
2018
|
99.00
|
||
|
May , 2019 and
May of
each third year thereafter,
commencing
May , 2020
|
100.00
|
3
The
Agents have severally, and not jointly, agreed to purchase from us, and we have
agreed to sell to the Agents, the principal amount of Notes set forth opposite
their respective names.
|
Agent
|
Principal Amount of
Notes
|
|
|
Morgan
Stanley & Co.
Incorporated
|
$
|
|
|
UBS
Securities
LLC
|
||
|
Deutsche
Bank Securities
Inc.
|
||
|
Merrill
Lynch, Pierce, Fenner & Smith
Incorporated
|
||
|
J.P.
Morgan Securities
Inc.
|
||
|
Total
|
$
|
Use of
Proceeds:
The net
proceeds from the sale of the Notes will be used by Colgate to retire commercial
paper which was issued by Colgate for general corporate purposes. As
of May 5, 2008, Colgate’s outstanding commercial paper had a weighted average
interest rate of 2.167% with maturities ranging from 1 day to
70 days.
Settlement:
Delivery
of the Notes is expected to be made against payment therefore on or about
May , 2008, which will be on
the business day following the date on which
the Notes are priced. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, as amended, trades in the secondary market generally are
required to settle in three business days after the date the securities are
priced, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade Notes on the day
of pricing or the next succeeding business day will be required, by virtue of
the fact that the Bank Notes will settle in T+ , to specify an
alternative settlement cycle at the time of any such trade to prevent a failed
settlement; such purchasers should also consult their own advisors in this
regard.
Certain United States
Federal Income Tax Considerations:
The
following discussion supplements the discussion contained in the Prospectus
Supplement dated September 6, 2005, under the heading “Certain United
States Federal Income Tax Considerations.” Prospective purchasers of
Notes are advised to consult their own tax advisors with respect to tax matters
relating to the Notes.
Notes
Used as Qualified Replacement Property.
Prospective
investors seeking to treat the Notes as “qualified replacement property” for
purposes of Section 1042 of the Internal Revenue Code of 1986, as amended (the
“Code”), should be aware that Section 1042 requires the issuer to meet certain
requirements in order for the Notes to constitute qualified replacement
property. In general, qualified replacement property is a security
issued by a domestic corporation that did not, for the taxable year preceding
the taxable year in which such security was purchased, have “passive investment
income” in excess of 25 percent of the gross receipts of such corporation for
such preceding taxable year (the “passive income test”). For purposes
of the passive income test, where the issuing corporation is in control of one
or more corporations or such issuing corporation is controlled by one or more
other corporations, all such corporations are treated as one corporation (the
“affiliated group”) when computing the amount of passive investment income under
Section 1042.
4
Colgate
believes that less than 25 percent of its affiliated group’s gross receipts is
passive investment income for the taxable year ending December 31,
2007. In making this determination, Colgate has made certain
assumptions and used procedures which it believes are
reasonable. Colgate cannot give any assurance as to whether it will
continue to meet the passive income test. It is, in addition,
possible that the Internal Revenue Service may disagree with the manner in which
Colgate has calculated the affiliated group’s gross receipts (including the
characterization thereof) and passive investment income and the conclusions
reached herein.
Notes are
securities with no established trading market. No assurance can be
given as to whether a trading market for the Notes will develop or as to the
liquidity of a trading market for the Notes. The availability and
liquidity of a trading market for the Notes will also be affected by the degree
to which purchasers treat the Notes as qualified replacement
property.
Legal
Matters:
Sidley
Austin LLP, New York, New York has
acted as counsel for Colgate. Mayer Brown LLP has acted as counsel for
the Agents.
5