EXHIBIT INDEX
EXHIBITS PAGE
- -------- ----
5 --Opinion of Andrew D. Hendry, Esq., Senior Vice President, General Counsel
and Secretary of the Company.
23(a) --Consent of Andrew D. Hendry, Esq., Senior Vice President, General Counsel
and Secretary of the Company (included in Exhibit 5).
23(b) --Consent of Arthur Andersen LLP, independent public accountants for the
Company.
24 --Powers of Attorney.
25 --Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1
of The Bank of New York, Trustee.
EXHIBIT 5
April 28, 1995
Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022
Re: Colgate-Palmolive Company Registration Statement on Form S-3
--------------------------------------------------------------
Gentlemen:
This opinion is rendered to you in connection with the above-mentioned
Registration Statement on Form S-3 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), for the registration by Colgate-Palmolive Company, a
Delaware corporation (the "Company"), of $700,000,000 aggregate initial
offering price of its debt securities (the "Debt Securities"). The Debt
Securities will be issued pursuant to the provisions of an Indenture (the
"Indenture"), dated as of November 15, 1992, between the Company and The Bank
of New York, as trustee (the "Trustee").
I am Senior Vice President, General Counsel and Secretary of the
Company. For the purposes of this opinion, I have examined originals or
copies, the authenticity of which has been established to my satisfaction, of
such documents and instruments as I have deemed necessary to express the
opinion hereinafter set forth.
Based upon the foregoing, it is my opinion that when the Debt
Securities have been duly authorized and executed by the Company and
authenticated as provided in the Indenture, and when duly paid for and
delivered pursuant to a sale in the manner described in the Registration
Statement, including the prospectus forming a part thereof and any prospectus
supplement relating to the Debt Securities, will be valid and binding
obligations of the Company.
I consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Andrew D. Hendry
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ------------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 1, 1995
included in Colgate-Palmolive Company's Form 10-K for the year ended December
31, 1994 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
New York, New York
April 28, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Vernon R. Alden, do hereby make, constitute and appoint
Robert M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-
fact and agents with full power of substitution for me and in my name, place
and stead, in any and all capacities, to execute for me and on my behalf a
Registration Statement of Colgate-Palmolive Company (the "Company") on Form
S-3, or other appropriate forms relating to the $700,000,000 aggregate initial
offering price of the Company's debt securities, all or part of which may be
offered by the Company from time to time under Rule 415 promulgated pursuant
to the Securities Act of 1933, as amended, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any other documents in connection therewith, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, and
hereby ratify and confirm all that said attorneys-in-fact and agents and/or
either of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney
this 10th day of April, 1995.
/s/ Vernon R. Alden
--------------------------
Name: Vernon R. Alden
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Jill K. Conway, do hereby make, constitute and appoint
Robert M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-
fact and agents with full power of substitution for me and in my name, place
and stead, in any and all capacities, to execute for me and on my behalf a
Registration Statement of Colgate-Palmolive Company (the "Company") on Form
S-3, or other appropriate forms relating to the $700,000,000 aggregate initial
offering price of the Company's debt securities, all or part of which may be
offered by the Company from time to time under Rule 415 promulgated pursuant
to the Securities Act of 1933, as amended, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any other documents in connection therewith, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, and
hereby ratify and confirm all that said attorneys-in-fact and agents and/or
either of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney
this 19th day of April, 1995.
/s/ Jill K. Conway
--------------------------
Name: Jill K. Conway
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Ronald E. Ferguson, do hereby make, constitute and appoint
Robert M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-
fact and agents with full power of substitution for me and in my name, place
and stead, in any and all capacities, to execute for me and on my behalf a
Registration Statement of Colgate-Palmolive Company (the "Company") on Form
S-3, or other appropriate forms relating to the $700,000,000 aggregate initial
offering price of the Company's debt securities, all or part of which may be
offered by the Company from time to time under Rule 415 promulgated pursuant
to the Securities Act of 1933, as amended, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any other documents in connection therewith, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, and
hereby ratify and confirm all that said attorneys-in-fact and agents and/or
either of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney
this 19th day of April, 1995.
/s/ Ronald E. Ferguson
--------------------------
Name: Ronald E. Ferguson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Ellen M. Hancock, do hereby make, constitute and appoint
Robert M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-
fact and agents with full power of substitution for me and in my name, place
and stead, in any and all capacities, to execute for me and on my behalf a
Registration Statement of Colgate-Palmolive Company (the "Company") on Form
S-3, or other appropriate forms relating to the $700,000,000 aggregate initial
offering price of the Company's debt securities, all or part of which may be
offered by the Company from time to time under Rule 415 promulgated pursuant
to the Securities Act of 1933, as amended, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any other documents in connection therewith, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, and
hereby ratify and confirm all that said attorneys-in-fact and agents and/or
either of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney
this 19th day of April, 1995.
/s/ Ellen M. Hancock
--------------------------
Name: Ellen M. Hancock
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, David W. Johnson, do hereby make, constitute and appoint
Robert M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-
fact and agents with full power of substitution for me and in my name, place
and stead, in any and all capacities, to execute for me and on my behalf a
Registration Statement of Colgate-Palmolive Company (the "Company") on Form
S-3, or other appropriate forms relating to the $700,000,000 aggregate initial
offering price of the Company's debt securities, all or part of which may be
offered by the Company from time to time under Rule 415 promulgated pursuant
to the Securities Act of 1933, as amended, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any other documents in connection therewith, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, and
hereby ratify and confirm all that said attorneys-in-fact and agents and/or
either of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney
this 13th day of April, 1995.
/s/ David W. Johnson
--------------------------
Name: David W. Johnson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, John P. Kendall, do hereby make, constitute and appoint
Robert M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-
fact and agents with full power of substitution for me and in my name, place
and stead, in any and all capacities, to execute for me and on my behalf a
Registration Statement of Colgate-Palmolive Company (the "Company") on Form
S-3, or other appropriate forms relating to the $700,000,000 aggregate initial
offering price of the Company's debt securities, all or part of which may be
offered by the Company from time to time under Rule 415 promulgated pursuant
to the Securities Act of 1933, as amended, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any other documents in connection therewith, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, and
hereby ratify and confirm all that said attorneys-in-fact and agents and/or
either of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney
this 10th day of April, 1995.
/s/ John P. Kendall
--------------------------
Name: John P. Kendall
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Delano E. Lewis, do hereby make, constitute and appoint
Robert M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-
fact and agents with full power of substitution for me and in my name, place
and stead, in any and all capacities, to execute for me and on my behalf a
Registration Statement of Colgate-Palmolive Company (the "Company") on Form
S-3, or other appropriate forms relating to the $700,000,000 aggregate initial
offering price of the Company's debt securities, all or part of which may be
offered by the Company from time to time under Rule 415 promulgated pursuant
to the Securities Act of 1933, as amended, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any other documents in connection therewith, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, and
hereby ratify and confirm all that said attorneys-in-fact and agents and/or
either of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney
this 14th day of April, 1995.
/s/ Delano E. Lewis
--------------------------
Name: Delano E. Lewis
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Howard B. Wentz, Jr., do hereby make, constitute and appoint
Robert M. Agate and Andrew D. Hendry, and each of them, as my attorneys-in-
fact and agents with full power of substitution for me and in my name, place
and stead, in any and all capacities, to execute for me and on my behalf a
Registration Statement of Colgate-Palmolive Company (the "Company") on Form
S-3, or other appropriate forms relating to the $700,000,000 aggregate initial
offering price of the Company's debt securities, all or part of which may be
offered by the Company from time to time under Rule 415 promulgated pursuant
to the Securities Act of 1933, as amended, and any and all amendments
(including post-effective amendments) to the foregoing Registration Statement
and any other documents in connection therewith, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, and
hereby ratify and confirm all that said attorneys-in-fact and agents and/or
either of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney
this 11th day of April, 1995.
/s/ Howard B. Wentz, Jr.
--------------------------
Name:Howard B. Wentz, Jr.
EXHIBIT 25
CONFORMED COPY
===============================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
Colgate-Palmolive Company
(Exact name of obligor as specified in its charter)
Delaware 13-1815595
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
300 Park Avenue
New York, N.Y. 10022
(Address of principal executive offices) (Zip code)
______________________
Debt Securities
(Title of the indenture securities)
===============================================================================
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
- -------------------------------------------------------------------------------
Name Address
- -------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20549
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affilia-
tion.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 31st day of March, 1995.
THE BANK OF NEW YORK
By: /S/ LLOYD A. McKENZIE
-------------------------------
Name: Lloyd A. McKenzie
Title: Assistant Vice President
-4-
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business
December 31, 1994, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions
of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 2,715,471
Interest-bearing balances .......... 853,709
Securities:
Held-to-maturity securities ........ 1,346,480
Available-for-sale securities ...... 1,564,425
Federal funds sold in domestic
offices of the bank ................ 5,557,770
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................24,091,702
LESS: Allowance for loan and
lease losses ..............581,958
LESS: Allocated transfer risk
reserve .....................31,502
Loans and leases, net of unearned
income, allowance, and reserve 23,478,242
Assets held in trading accounts ...... 746,396
Premises and fixed assets (including
capitalized leases) ................ 624,567
Other real estate owned .............. 46,570
Investments in unconsolidated
subsidiaries and associated
companies .......................... 181,905
Customers' liability to this bank on
acceptances outstanding ............ 794,339
Intangible assets .................... 77,527
Other assets ......................... 1,300,004
-----------
Total assets ......................... $39,287,405
===========
LIABILITIES
Deposits:
In domestic offices ................ $18,681,498
Noninterest-bearing .......7,230,562
Interest-bearing .........11,450,936
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,611,477
Noninterest-bearing ..........69,012
Interest-bearing .........10,542,465
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 1,033,228
Securities sold under agreements
to repurchase .................... 31,875
Demand notes issued to the U.S.
Treasury ........................... 141,663
Trading liabilities .................. 562,071
Other borrowed money:
With original maturity of one year
or less .......................... 1,576,410
With original maturity of more than
one year ......................... 243,955
Bank's liability on acceptances exe-
cuted and outstanding .............. 796,534
Subordinated notes and debentures .... 1,056,320
Other liabilities .................... 1,490,732
----------
Total liabilities .................... 36,225,763
==========
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,654,282
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ ( 54,920)
Cumulative foreign currency transla-
tion adjustments .................. ( 5,670)
------------
Total equity capital ................ 3,061,642
------------
Total liabilities and equity
capital ........................... $39,287,405
===========
I, Robert E. Keilman, Senior Vice President and Comptroller of
the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and
to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.
J. Carter Bacot
Alan R. Griffith Directors
Thomas A. Renyi
