FORM 10-Q/A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994.
0R
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 1-644-2
COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 13-1815595
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 PARK AVENUE, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
(212) 310-2000
(Registrant's telephone number, including area code)
NO CHANGES
(Former name, former address, and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:
Class Shares Outstanding Date
Common, $1.00 par value 144,981,854 October 31, 1994
Total number of sequentially numbered pages in this filing,
including exhibits thereto:
PART II. OTHER INFORMATION
COLGATE-PALMOLIVE COMPANY
Item 1.Legal Proceedings
Reference is made to Note 15 to the consolidated financial
statements on page 33 of the registrant's Annual Report
on Form 10-K for the year ended December 31, 1993 and to
Part II Item 1 in the registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1994.
Item 6.Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 3.B. By-laws, as amended (supersedes
Exhibit 3.B to registrant's Annual
Report on Form 10-K for the year
ended December 31, 1989, File No. 1-644-2).
Exhibit 11. Computation of Earnings per Common Share.
Exhibit 12. Ratio of Earnings to Fixed Charges.
Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K:
None.
SIGNATURE
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 thereunto duly authorized.
COLGATE-PALMOLIVE COMPANY
(Registrant)
February 8, 1995 /s/ Stephen C. Patrick
Stephen C. Patrick
Vice President, Corporate Controller
EXHIBIT 3.B
October 13, 1994
COLGATE-PALMOLIVE COMPANY
BY-LAWS
OFFICES.
1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware, and the name of the registered
agent in charge thereof is THE CORPORATION TRUST COMPANY.
The corporation may also have offices at such other places within
or without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
SEAL.
2. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "CORPORATE
SEAL, DELAWARE".
STOCKHOLDERS' MEETINGS.
3. Meetings of stockholders may be held at such place within or
without the State of Delaware as shall be determined from time to time
by the board of directors.
4. The annual meeting of the stockholders shall be held on the
fourth Wednesday of April in each year, if not a legal holiday, and if
a legal holiday, then on the next secular day following, at ten o'clock
in the forenoon (or on such other date or at such other time as the
board of directors may determine) when they shall elect by plurality
vote by ballot a board of directors and transact such other business as
may properly be brought before the meeting.
5. Written notice of the annual meeting shall be mailed to each
stockholder entitled to vote thereat at such address as appears on the
books of the corporation, at least ten (but not more than fifty) days
prior to the meeting.
6. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate
of incorporation, may be called by the chief executive officer of the
corporation, and shall be called by the president or secretary upon
resolution of a majority of the entire board of directors, or at the
request in writing of a majority of the entire board of directors.
Such request shall state the purpose or purposes of the proposed
meeting. Special meetings of holders of preferred stock held pursuant
to the provisions of Section 10 of Article Fourth of the certificate of
incorporation may be called in accordance with the provisions of
paragraph (c) of said Section 10.
7. Written notice of a special meeting of stockholders, including
a special meeting for the purpose of amending the certificate of
incorporation, stating the time and place and purposes thereof shall be
mailed, postage prepaid, at least ten but not more than fifty days
before such meeting, to each stockholder entitled to vote thereat at
such address as appears on the books of the corporation.
8. (A) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before
the meeting. To be properly brought before an annual meeting, business
must be (l) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, (2)
otherwise properly brought before the meeting by or at the direction of
the board of directors, or (3) otherwise properly brought before the
meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the secretary of the corporation.
To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation, not
less than 60 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following
the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to
the secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (1) a brief description of
the business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (2) the
name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (3) the class and number of shares
of the corporation which are beneficially owned by the
stockholder, and (4) any material interest of the stockholder in such
business. Notwithstanding anything in the by-laws to the contrary, no
business shall be conducted at an annual meeting except in accordance
with the procedures set forth in this by-law 8(A). In the event that a
stockholder seeks to bring one or more matters before an annual
meeting, the board of directors shall establish a committee consisting
of non-management directors for the purpose of reviewing compliance
with this by-law 8(A); provided, however, that if the business to be
brought before the meeting by a stockholder relates to the removal,
replacement or election of one or more directors, the secretary of the
corporation shall appoint two or more inspectors, who shall not be
affiliated with the corporation, to act in lieu of such committee to
review compliance with this by-law 8(A). If the committee or the
inspectors (as the case may be) shall determine that a stockholder has
not complied with this by-law 8(A), the committee or the inspectors (as
the case may be) shall direct the chairman of the annual meeting to
declare to the meeting that business was not properly brought before
the meeting in accordance with the provisions of this by-law 8(A); and
the chairman shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
(B) Only persons who are nominated in accordance with the
procedures set forth in this by-law 8(B) shall be eligible for election
as directors. Nominations of persons for election to the board of
directors of the corporation may be made at a meeting of stockholders
by or at the direction of the board of directors or by any stockholder
of the corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this
by-law 8(B). Such nominations, other than those made by or at the
direction of the board of directors, shall be made pursuant to timely
notice in writing to the secretary of the corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at
the principal executive offices of the corporation not less than 60
days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later
than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice shall set forth (l) as
to each person whom the stockholder proposes to nominate for election
or re-election as a director, (a) the name, age, business address and
residence address of such person, (b) the principal occupation or
employment of such person, (c) the class and number of shares of the
corporation which are beneficially owned by such person and (d) any
other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and
(2) as to the stockholder giving the notice, (a) the name and address,
as they appear on the corporation's books, of such stockholder and (b)
the class and number of shares of the corporation which are
beneficially owned by such stockholder. At the request of the board of
directors, any person nominated by the board of directors for election
as a director shall furnish to the secretary of the corporation that
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in
accordance with the procedures set forth in this by-law 8(B). In the
event that a stockholder seeks to nominate one or more directors, the
secretary shall appoint two inspectors, who shall not be affiliated
with the corporation, to determine whether a stockholder has complied
with this by-law 8(B). If the inspectors shall determine that a
stockholder has not complied with this by-law 8(B), the inspectors
shall direct the chairman of the meeting to declare to the meeting
that a nomination was not made in accordance with the procedures
prescribed by the by-laws; and the chairman shall so declare to the
meeting and the defective nomination shall be disregarded.
(C) (l) Whenever any action is required or permitted to be taken
at any meeting of stockholders of the corporation, unless the
certificate of incorporation otherwise provides, and subject to the
provisions of clauses (2) and (3) of this by-law 8(C), the action may
be taken without a meeting, without prior notice and without a vote, if
a written consent setting forth the action so taken shall have been
signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize such
action at a meeting at which all shares entitled to vote thereon were
present and voted; provided, however, that prompt notice of the taking
of corporate action without a meeting and by less than unanimous
written consent must be given to those stockholders who have not
consented in writing.
(2) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting shall
be fixed by the board of directors of the corporation. Any stockholder
of record seeking to have the stockholders authorize or take corporate
action by written consent without a meeting shall, by written notice,
request the board of directors to fix a record date. Upon receipt of
such a request, the secretary shall place such request before the board
of directors at its next regularly scheduled meeting, provided,
however, that if the stockholder represents in such request that he
intends, and is prepared, to commence a consent solicitation as soon as
is permitted by the Securities Exchange Act of 1934 and the regulations
thereunder and other applicable law, the secretary shall, as promptly
as practicable, call a special meeting of the board of directors, which
meeting shall be held as promptly as practicable. At such regular or
special meeting, the board of directors shall fix a record date as
provided in Section 213(a) (or its successor provision) of the Delaware
General Corporation Law. Should the board fail to fix a record date as
provided for in this clause (2), then the record date shall be the day
on which the first written consent is expressed.
(3) In the event of the delivery to the corporation of a written
consent or consents purporting to represent the requisite voting power
to authorize or take corporate action and/or related revocations, the
secretary of the corporation shall provide for the safekeeping of such
consents and revocations and shall, as promptly as practicable, engage
nationally recognized independent inspectors of elections for the
purpose of promptly performing a ministerial review of the validity of
the consents and revocations. No action by written consent and without
a meeting shall be effective until such inspectors have completed their
review, determined that the requisite number of valid and unrevoked
consents has been obtained to authorize or take the action specified in
the consents, and certified such determination for entry in the records
of the corporation kept for the purpose of recording the proceedings of
meetings of stockholders.
9. At each meeting of the stockholders every stockholder having
the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder
and bearing a date not more than one year prior to said meeting. Each
stockholder shall have one vote for each share of stock having voting
power, registered in his name on the books of the corporation on the
record date fixed for such meeting, or, if no record date has been
fixed, on such date as may be provided for by law. The vote for
directors and, upon the demand of any stockholder, the vote upon any
question before the meeting, shall be by ballot.
10. The holders of a majority of the stock issued and outstanding,
and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings
of the stockholders for the transaction of business except as otherwise
provided by law, by the certificate of incorporation, or by these by-
laws. If, however, such majority shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at
the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which the requisite amount of
voting stock shall be represented, any business may be transacted which
might have been transacted at the meeting as originally noticed.
11. At each meeting of stockholders the presence or lack of a
quorum shall be ascertained and all voting by ballot shall be conducted
by two inspectors appointed for the purpose by the board of directors
or, if not so appointed, designated by the meeting. If for any reason
any of the inspectors previously appointed shall fail to attend or be
unable to serve, a replacement shall be appointed in like manner. The
inspectors shall decide upon the qualifications of the voters and the
validity of proxies, report on the presence or lack of a quorum, take
charge of the ballots at said meeting, and after the balloting thereat
on any question shall count the ballots cast thereon and shall report
the result in writing to the secretary of the corporation or to the
chairman of the meeting.
12. A complete list of the stockholders entitled to vote at any
meeting, arranged in alphabetical order, giving the address of each,
and the number of voting shares held by each, shall be prepared by the
treasurer. Such list shall be open to the examination of any
stockholder for any purpose germane to the meeting during ordinary
business hours for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held and
which place shall be specified in the notice of meeting or, if not so
specified, at the place where said meeting is to be held, and the list
shall be produced and kept at the time and place of meeting during the
whole time thereof, and subject to the inspection of any stockholder
who may be present.
DIRECTORS.
13. (A) The property and business of this corporation shall be
managed by its board of directors. The number of directors shall be no
less than 8 nor more than twelve, as determined from time to time by
the board of directors, but no reduction in the number of directors
shall terminate the office of any director prior to the first annual
meeting of the stockholders subsequent to his election at which
directors are elected except with the written consent of such director,
and provided further that the number of directors may be increased by
action of the holders of preferred stock as contemplated in by-law
13(B), and that no reduction in the number of directors shall be in
violation of the provisions of by-law 13(B). Except to the extent
otherwise provided in the certificate of incorporation or the by-laws,
they shall be elected at the annual meeting of the stockholders, and
each director shall be elected to serve until his successor shall be
elected and shall qualify. No person who has attained the age of
sixty-
five shall be initially elected to the board of directors. No director
shall be re-elected as a member of the Board after he or she has
reached his or her 72nd birthday, except if his or her nomination for
re-election has been approved in each instance by a majority of the
other directors of the corporation. Additionally, no former Chief
Executive Officer of the corporation shall be re-elected as a member of
the Board after he or she has reached his or her 65th birthday, except
if his or her nomination for re-election has been approved in each
instance by a majority of the other directors of the corporation, and
in no event shall he or she be re-elected after he or she has reached
his or her 68th birthday.
(B) So long as any preferred stock shall be outstanding and there
shall exist a "default period" as defined in paragraph (a) of Section
10 of Article Fourth of the certificate of incorporation, the holders
of the preferred stock, voting as a class, irrespective of series,
shall have the voting right set forth in said Section 10. At any
meeting at which the holders of preferred stock shall exercise such
voting right initially during an existing default period, they shall
have the right, voting as a class, to elect directors to fill such
vacancies in the board of directors, if any, as may then exist up to
such number of directors as amounts to the "required proportion" as
defined in paragraph (a) of said Section 10, and if the number which
may be so elected does not amount to the required proportion, to make
such increase in the number of directors as shall be necessary to
permit the election by them of the required proportion but no greater
increase than shall be necessary for that purpose, and to elect
directors to the offices so created. An increase in the number of
directors by the holders of preferred stock shall not prevent a
subsequent increase or decrease in the number of directors made in any
manner provided herein by the board of directors or the holders of
preferred and common stock voting irrespective of classes, provided
that during a default period no such amendment shall (l) reduce the
number of directors elected by the holders of preferred stock to less
than the required proportion or (2) terminate the office of a director
prior to the first annual meeting of stockholders subsequent to his
election at which directors are elected, except with the written
consent of such director.
14. The directors may hold their meetings and have one or more
offices, and keep the books of the corporation outside of Delaware, at
the office of the corporation in the City of New York, or at such other
places as they may from time to time determine.
15. In addition to the powers and authority by these by-laws
expressly conferred upon it, the board may exercise all such powers of
the corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these by-laws
directed or required to be exercised or done by the stockholders.
COMMITTEES.
16. The board of directors shall appoint such committees as are
required by these by-laws, and may appoint such committees as are
permitted by these by-laws, from among their members.
17. Appointment of committees shall be by the affirmative vote of
a majority of the whole board.
18. The board may, but need not, designate one member of each
committee as the chairman thereof.
19. The board of directors shall appoint a personnel and
organization committee consisting of at least five members, with not
less than three members who are not eligible for stock options or
incentive awards either at the time when discretion is to be exercised
by such committee or at any time within one year prior thereto. Such
committee shall consider and monitor the corporation's organization,
personnel and compensation policies, practices and implementation. In
addition, such committee shall review the compensation of the officers
of the company and senior management. Such committee shall also
administer such plans under which stock of the corporation is issuable
to employees upon exercise of stock options, and all executive
incentive compensation plans. The board of directors may provide for
an executive incentive compensation committee and a stock option
committee. Each such committee shall consist of members of the
personnel and organization committee who are not eligible for incentive
awards or stock options either at the time when discretion is to be
exercised by the members of the said committee or at any time within
one year prior thereto, and the chairman of the personnel and
organization committee, provided he is not and has not been so
eligible. From and after December 14, 1978, all such plans are amended
to reflect their administration by such committees. The executive
incentive compensation committee and the stock option committee shall
have the powers and duties provided in the respective plans and be
subject to such provisions and limitations as the board of directors
shall from time to time determine.
20. The board of directors shall appoint an audit committee
consisting of not less than three members. Such committee shall review
internal and external audit conditions, procedures and results and
formulate and report to the board of directors policies with regard
thereto.
21. The board of directors shall appoint a finance committee
consisting of not less than four members. Such committee, if and when
appointed, shall consider and take account of the financial affairs of
the corporation, and formulate and suggest the financial policies of
the corporation for submission to the board of directors.
22. The board of directors may in its discretion appoint from time
to time other committees for other purposes or assign additional duties
to the existing committees.
23. Each committee shall have the right to determine its own rules
of procedure, not inconsistent with the action of the board of
directors, or with these by-laws, or with the certificate of
incorporation.
24. Vacancies in the committees shall be filled by the board of
directors.
25. The time and place of regular meetings of the committees shall
be fixed by the board of directors, or if not so fixed, then by the
committee, and prompt notice thereof shall be given to each member of
the committee, provided however, that the board may authorize the
committee or the chairman thereof to postpone any such committee
meeting upon two days notice to each member of the committee. Special
meetings of the committee may be called by the chairman of the
committee or the chief executive officer upon two days notice to each
member of the committee. Each such committee may meet at such stated
times and places and otherwise upon notice and at such places as it
shall provide, except that the finance committee shall meet at least
once in each calendar quarter.
26. A majority of the members of each such committee shall
constitute a quorum; and in each instance the affirmative vote of a
majority of the members of the committee present at the meeting shall
be necessary for the adoption of any resolution, except that, upon
request of the chief executive officer or the chairman of the
committee, any action required or permitted to be taken at any meeting
of such committee may be taken without a meeting, if prior to such
action a written consent thereto is signed by all members of such
committee, and such written consent is filed with the minutes of the
committee. The committee may designate one of its members as secretary
of the committee, and may in addition, call upon the secretary or one
of the assistant secretaries of the corporation, or any other person,
as may be determined by the committee, to perform all or part of the
duties of secretary of the committee; and minutes shall be kept of all
meetings and proceedings of the committee, which shall be reduced to
writing by either the secretary of the committee or the secretary or
one of the assistant secretaries of the corporation, or such other
person, as the committee shall direct.
27. Each member of each such committee shall continue to be a
member thereof at the pleasure of the board of directors and, unless
otherwise ordered by the board of directors or otherwise specified in
the plan providing for such committee, until such time as he ceases to
be a member of the board of directors.
28. The minutes and proceedings of each such committee shall from
time to time be reported to the board of directors, as by the board of
directors required.
COMPENSATION OF DIRECTORS.
29. The compensation of directors as such shall be fixed by the
board of directors but no additional compensation shall be paid to
regular employees of the corporation for service as directors or as
members of any committee of the board. Nothing herein contained shall
be construed to preclude any director from serving the corporation as
an officer or in any other capacity and receiving compensation
therefor.
30. Pursuant to resolution of the board of directors, members of
any one or more committees may receive fixed fees or other compensation
for their services.
MEETINGS OF THE BOARD.
31. The newly elected board may meet at such place and time as
shall be fixed by the vote of the stockholders at the annual meeting,
for the purpose of organization or otherwise, and no notice of such
meeting shall be necessary to the newly elected directors, in order
legally to constitute the meeting, provided, a majority of the whole
board shall be present; or they may meet at such place and time as
shall be fixed by the consent in writing of all the directors.
32. Regular meetings of the board may be held without notice at
such time and place as shall from time to time be determined by
resolution of the board.
33. Special meetings of the board may be called by the chairman of
the board or the chief executive officer on three days' notice to each
director, either personally or by mail or by telegram; and special
meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors.
34. At all meetings of the board the presence of a majority of the
directors then in office shall be necessary and sufficient to
constitute a quorum for the
transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum, shall be the act of
the directors, except as may be otherwise specifically provided by
statute, or by the certificate of incorporation, or by these by-laws.
If a quorum shall not be present at any meeting the directors present
thereat may adjourn the meeting from time to time, without notice,
other than at the meeting, until a quorum shall be present.
OFFICERS.
35. At its first meeting after each annual meeting of the
stockholders the board of directors shall choose a chairman of the
board and a president, who shall be directors of the corporation and
one of whom shall be designated by the board as chief executive officer
of the corporation. At the same meeting the board shall also choose a
vice president or vice presidents, one or more of whom may be
designated as executive vice presidents, a secretary, a treasurer and a
controller. Any two offices other than those of president and
secretary may be held by the same person. The chairman of the board
shall not be deemed to be a corporate officer unless designated by the
board as chief executive officer or otherwise designated by the board
as an officer of the corporation.
36. The board of directors may also create and provide for
additional offices and prescribe the duties of the respective
incumbents thereof and appoint such further officers and agents as it
shall deem necessary or advisable, such as assistant secretaries and
assistant treasurers, who shall hold their respective offices for such
term and shall exercise such powers and perform such duties as shall be
determined from time to time by the chief executive officer or the
board of directors. By direction of the chief executive officer, other
personnel may be designated by titles, such as "assistant vice
president," "divisional vice president," "assistant treasurer" or
"assistant controller" but only persons elected by the board of
directors shall be deemed officers of the corporation.
37. Except as provided in employee benefit or incentive plans
approved by the board of directors or the stockholders, the
compensation of all officers of the corporation shall be fixed by the
board of directors or by any committee of the board of directors as the
board of directors designates.
38. The officers of the corporation shall hold office until their
respective successors are chosen and qualified in their stead, or until
they have resigned, retired or been removed in the manner hereinafter
provided. Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a majority of the
whole board of directors.
CHAIRMAN OF THE BOARD.
39. When so designated by the board of directors, the chairman of
the board shall be the chief executive officer of the corporation with
the powers and duties hereinafter specified for such office. He shall
preside at all meetings of the board of directors and shall perform
such other duties as may be specified in the by-laws.
THE PRESIDENT.
40. When so designated by the board of directors, the president
shall be the chief executive officer of the corporation with the powers
and duties hereinafter specified for such office. When not serving as
chief executive officer he shall have such powers and duties as may be
specified in the by-laws, prescribed by the board of directors or
delegated by the chief executive officer.
CHIEF EXECUTIVE OFFICER.
41. The chief executive officer may be either the chairman of the
board or the president. The person so designated by the board of
directors shall have the general and active management of the business,
property and affairs of the corporation, subject to the control of the
board of directors, and shall have the powers and perform the duties
customarily exercised by the chief executive officer of a business
corporation, including the authority to sign on behalf of the
corporation deeds, leases, contracts, powers of attorney and other
documents, and the duty to execute all directions and resolutions of
the board of directors. He shall preside at all meetings of the
stockholders, and shall perform such other duties as may be specified
in the by-laws.
ALTERNATE PRESIDING OFFICER.
42. In the absence from any meeting of the stockholders or
directors of the person designated in the by-laws to preside if present
at such meeting, the chief executive officer, the chairman of the board
or the president (in that order of precedence) shall preside at such
meeting.
THE VICE PRESIDENT.
43. Whenever there is not more than one vice president, the vice
president shall perform all such duties and exercise all such powers as
may be delegated to him by the chief executive officer, and such vice
president shall in the event of the absence or disability of the chief
executive officer perform such duties and exercise such powers of such
officers as may be designated by the board of directors.
44. If provision shall be made by the board of directors for more
than one vice president, each such vice president, including any
designated as executive vice president, shall perform such duties and
exercise such powers as may be delegated to him by the chief executive
officer, and shall perform such further duties and exercise such
further powers as the board of directors shall prescribe; and in the
absence or disability of the president his duties shall be performed
and his powers shall be exercised by one or more vice presidents to the
extent designated by the chief executive officer or by the board of
directors.
THE SECRETARY.
45. (a) The secretary shall attend all sessions of the board of
directors and all meetings of the stockholders and record all votes and
minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for other committees as required. He shall
give, or cause to be given, notice of all meetings of the stockholders
and of the board of directors, and shall perform such other duties as
shall be prescribed by the board of directors or chief executive
officer.
(b) Such assistant secretary or assistant secretaries as may
be appointed by the board of directors, shall, to the extent authorized
by the board of directors, participate with the secretary and assist
him in the performance of his duties, and exercise all the powers and
discharge all the duties of the secretary to the extent prescribed by
the board of directors; and in the event of the absence or disability
of the secretary or any assistant secretary the duties of the secretary
or of such assistant secretary shall be performed by the assistant
secretary designated by the chief executive officer or the board of
directors.
THE TREASURER.
46. (a) The treasurer shall perform such duties in relation to the
finances of the corporation as shall be prescribed by the board of
directors, and in relation to such duties shall be subject to the
supervision and direction of the board of directors and the chief
executive officer, as circumstances may require.
(b) Such assistant treasurer or assistant treasurers as may be
appointed by the board of directors shall, to the extent authorized by
the board of directors, participate with the treasurer and assist him
in the performance of his duties, and exercise all the powers and
discharge all the duties of the treasurer to the extent prescribed by
the board of directors; and in the event of the absence or disability
of the treasurer or of any assistant treasurer, the duties of the
treasurer or of such assistant treasurer shall be performed by the
assistant treasurer designated by the chief executive officer or the
board of directors.
THE CONTROLLER.
47. It shall be the duty of the controller, subject and pursuant
to the authority of the board of directors and of the chief executive
officer, to provide for the keeping of full and accurate records and
accounts of receipts, disbursements and all other transactions of the
corporation, to make proper report thereof as required and to perform
such other duties as may be designated by the board of directors or the
chief executive officer.
VACANCIES.
48. If the office of any director or officer becomes vacant by
reason of death, resignation, retirement, disqualification, removal
from office or otherwise, or if the authorized number of directors be
increased, the resulting vacancy or vacancies may be filled by a
majority of the directors then in office, although less than a quorum,
provided notice of intention to fill a vacancy in the board shall have
been included in the notice of the meeting. The persons so chosen shall
hold office until the next annual election and until their successors
are duly elected and qualified, unless sooner displaced. The
provisions of this by-law with respect to the filling of vacancies in
the office of any director are subject to the provisions of Section 10
of Article Fourth of the certificate of incorporation.
DUTIES OF OFFICERS MAY BE DELEGATED.
49. In case of the absence of any officer of the corporation, or
for any other reason that the board of directors may deem sufficient,
the board may delegate, for the time being, the powers or duties, or
any of them, of such officer to any other officer, or to any directors.
CERTIFICATES OF STOCK.
50. The certificates of stock of the corporation shall be numbered
and entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be
signed by the chairman of the board or the president or a vice
president and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary. Where a certificate is
countersigned by (1) a transfer agent other than the corporation or its
employee, or (2) a registrar other than the corporation or its
employee, the signature of any such officers may be facsimile. In case
any officer or officers who shall have signed or whose facsimile
signature shall have been used on any such certificate or certificates
shall cease to be such officer or officers of the corporation because
of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such
certificate or certificates may be issued and delivered as though the
person who signed such certificate or certificates or whose facsimile
signature shall have been used thereon had not ceased to be an officer
of the corporation.
TRANSFERS OF STOCKS.
51. Transfers of stock shall be made on the books of the
corporation only by the person named in the certificate or by attorney,
lawfully constituted in writing, and upon surrender of the certificate
therefor.
FIXING RECORD DATE.
52. The board of directors shall have power to fix in advance a
date, not exceeding sixty nor less than ten days preceding the date of
any meeting of stockholders or the date for the payment of any
dividend, or the date for the allotments of rights, or the date when
any redemption, selection for redemption, or change or conversion or
exchange of capital stock shall go into effect, or the date in
connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote
at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such redemption,
selection for redemption, change, conversion or exchange of capital
stock, or to give the consent of stockholders for any purpose or for
the purpose of any other lawful action and in such case only such
stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and
any adjournment thereof, or to receive payments of such dividend, or to
receive such allotment of rights, or to exercise such rights, or to
give such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the corporation after any such record date
fixed as aforesaid; and such power shall be applicable to both
preferred and common stocks together or to either
separately.
REGISTERED STOCKHOLDERS.
53. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof,
and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of Delaware.
LOST CERTIFICATE.
54. Any person claiming a certificate of stock to be lost, stolen
or destroyed shall furnish the corporation with such evidence of the
ownership thereof and of such loss, theft or destruction as shall be
satisfactory to the corporation and shall, unless the board of
directors shall waive the same, give to the corporation a bond of
indemnity with one or more sureties satisfactory to the board, in such
an amount as the board may require, to indemnify the corporation
against any claim that may be made against it on account of the alleged
loss, theft or destruction of any such certificate or the issuance of a
new certificate in lieu thereof; and thereupon the board or any officer
or officers designated by the board may cause a new certificate to be
issued of the same tenor and for the same number of shares as the one
alleged to be lost, stolen or destroyed.
INSPECTION OF BOOKS.
55. To the extent permitted by law, the directors shall determine
from time to time whether, and if allowed, when and under what
conditions and regulations, the accounts and books of the corporation
(except such as may by statute be specifically open to inspection) or
any of them shall be open to the inspection of the stockholders, and
the stockholders' rights in this respect are and shall be restricted
and limited accordingly.
CHECKS.
56. Notes of the corporation shall be signed by such officer or
officers and checks or demands for money shall be signed by such
officer or officers or such other person or persons as the board of
directors may from time to time designate.
FISCAL YEAR.
57. The fiscal year shall begin the first day of January in each
year.
DIVIDENDS.
58. Dividends upon the capital stock of the corporation, when
earned, may be declared by the board of directors at any regular or
special meeting.
Before payment of any dividend or making any distribution of
profits, there may be set aside out of the surplus or net profits of
the corporation such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose
as the directors shall think conducive to the interests of the
corporation.
NOTICES.
59. Whenever under the provisions of these by-laws notice is
required to be given to any director, officer or stockholder, it shall
not be construed necessarily to mean personal notice, but such notice
may be given in writing, either personally or by mail by depositing the
same in the post office or a letter-box, in a post-paid, sealed
wrapper, addressed to such stockholder, officer or director at his, her
or its address as appears on the books of the corporation, or, in
default of other address, to such director, officer or stockholder at
the General Post Office in the City of Wilmington, Delaware, or in the
General Post Office in the City of New York, and such notice shall be
deemed to be given at the time when the same shall be thus mailed;
provided, however, that in the case of any stockholder or director who
is an officer or employee of this corporation and engaged actively in
the
discharge of his duties at one of the offices or places of business of
this corporation, it shall be a sufficient mailing of notice to his
address to mail such notice to such officer or employee at the office
or place of business aforesaid. Any stockholder, director or officer
may waive any notice required to be given under these by-laws.
AMENDMENTS.
60. These by-laws of the corporation may be altered or amended by
the affirmative vote of a majority of the stock issued and outstanding
and entitled to vote thereat, at any regular meeting of the
stockholders, without notice of the proposed alteration or amendment,
and at any special meeting of the stockholders, if notice of the
proposed alteration or amendment be contained in the notice of the
meeting, or by the affirmative vote of a majority of the board of
directors at any regular meeting of the board, or at any special
meeting of the board, provided notice of the proposed amendment shall
have been included in the notice of such regular or special meeting.
At no time shall the by-laws be amended so as to be inconsistent with
the rights of the holders of the preferred stock set forth in Section
10 of Article Fourth of the certificate of incorporation.
EMERGENCY PROVISIONS.
61. In the event of a disaster of sufficient severity to prevent
the business and affairs of the corporation from being managed and its
corporate powers from being exercised by the board of directors in
accordance with the foregoing by-laws, whether by reason of multiple
deaths or incapacity of directors and officers, destruction of
property, failure of communications or other catastrophe, then,
notwithstanding any other provision of the by-laws, the following
provisions shall apply:
(a) An emergency meeting or meetings of the board of directors or
of the surviving members thereof shall be called by the chief executive
officer, if available, and otherwise by one or more directors; such
meetings to be held at such times and places and upon such notice, if
any, as the person or persons calling the meeting shall deem proper.
The board may take any action at such meetings which it deems necessary
and appropriate to meet the emergency.
(b) Vacancies in the board of directors shall be filled as soon as
practicable in the manner specified in Article 48 of the by-laws. In
filling vacancies consideration shall be given to senior officers of
the corporation.
(c) The presence of the smallest number of directors permitted by
law to constitute a quorum, but not less than three, shall be
sufficient for the transaction of business at emergency meetings of the
board of directors, except that if there be less than three surviving
directors, the surviving director or directors, although less than a
quorum, may fill vacancies in the board.
(d) The by-laws may be amended by the board of directors without
notice of the proposed amendment being given in the notice of the
meeting.
(e) Without limiting the generality of the foregoing, the board of
directors are authorized to make all necessary determinations of fact
regarding the extent and severity of the disaster and the availability
of members thereof; to designate and replace officers, agents and
employees of the corporation and otherwise provide for continuity of
management; and to elect a chairman, adopt rules of procedure, and fill
vacancies.
(f) The emergency powers provided in this by-law 61 shall be in
addition to any powers provided by law.
Exhibit 11
Page 1 of 2
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF EARNINGS PER COMMON SHARE
Dollars in Millions Except Per Share Amounts
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
PRIMARY 1994 1993 1994 1993
Earnings:
Income before changes in
accounting $ 151.0 $142.8 $443.1 $ 426.0
Deduct: Dividends on
preferred shares, net of
income taxes 5.5 5.3 16.3 16.2
Income applicable to common
shares before cumulative
effect on prior years of
accounting changes 145.5 137.5 426.8 409.8
Cumulative effect on prior
years of accounting changes - - - (358.2)
Net income applicable to
common shares $ 145.5 $137.5 $426.8 $ 51.6
Shares (in millions):
Weighted average common
shares outstanding 145.6 154.1 146.7 157.8
Earnings per common share,
primary:
Income before changes in
accounting $ 1.00 $ .89 $ 2.91 $ 2.60
Cumulative effect on prior
years of accounting changes - - - (2.27)
Net income $ 1.00 $ .89 $ 2.91 $ .33
Exhibit 11
Page 2 of 2
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF EARNINGS PER COMMON SHARE
Dollars in Millions Except Per Share Amounts
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
ASSUMING FULL DILUTION
Earnings:
Income before changes in
accounting $ 151.0 $ 142.8 $ 443.1 $ 426.0
Deduct: Dividends on
preferred shares and
tax benefit for dividends
on allocated preferred
shares .2 .1 .4 .4
Replacement funding
resulting from assumed
conversion of Series B
Convertible Preference
Stock, net of tax 1.8 4.5 6.1 7.4
Income before changes in
accounting, as adjusted 149.0 138.2 436.6 418.2
Cumulative effect on prior
years of accounting
changes - - - (358.2)
Net income applicable to
common shares $ 149.0 $ 138.2 $ 436.6 $ 60.0
Shares (in millions):
Weighted average number of
common shares outstanding 145.6 154.1 146.7 157.8
Assumed conversion of
options reduced by the
number of shares which
could have been purchased
with the proceeds from the
exercise of such options 1.8 1.9 1.8 2.1
Assumed conversion of
Series B Convertible
Preference Stock 12.2 12.4 12.2 12.4
Weighted average number of
common shares outstanding,
as adjusted 159.6 168.4 160.7 172.3
Earnings per common share,
assuming full dilution:
Income before changes in
accounting $ .93 $ .82 $ 2.72 $ 2.43
Cumulative effect on prior
years of accounting
changes - - - (2.08)
Net income $ .93 $ .82 $ 2.72 $ .35
Exhibit 12
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Dollars in Millions (Unaudited)
Nine Months Ended
September 30, 1994
Income before income taxes $ 675.3
Add:
Interest on indebtedness and amortization
of debt expense and discount or premium 87.8
Portion of rents representative of
interest factor 22.9
Interest on ESOP debt, net of dividends 1.5
Less:
Income of less than fifty-percent-owned
subsidiaries (1.0)
Income as adjusted $ 786.5
Fixed Charges:
Interest on indebtedness and amortization
of debt expense and discount or premium 87.8
Portion of rents representative of
interest factor 22.9
Interest on ESOP debt, net of dividends 1.5
Capitalized interest 6.8
Total fixed charges $ 119.0
Ratio of earnings to fixed charges 6.6
In June 1989, the Company's leveraged employee stock ownership
plan (ESOP) issued $410.0 of long-term notes due through 2009
bearing an average interest rate of 8.6%. These notes are
guaranteed by the Company. Interest expense on the ESOP's notes
was $25.7. This interest is funded through preferred and common
stock dividends as well as Company contributions. The fixed
charges presented above include interest on ESOP indebtedness to
the extent it is not funded through preferred and common stock
dividends.
5
1,000,000
9-MOS
DEC-31-1994
JAN-01-1994
SEP-30-1994
181
69
1,105
23
746
2,290
3,083
1,160
6,178
1,502
1,800
183
0
410
1,266
6,178
5,592
5,592
2,875
1,979
0
0
63
676
232
443
0
0
0
443
2.91
2.72
