View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
May 22, 1995
COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
1-644-2 13-1815595
-------- ----------
(Commission File Number) (IRS Employer
Identification No.)
300 Park Avenue New York, NY 10022
- ---------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 310-2000
--------------
Total number of sequentially numbered pages in this filing, including
exhibits thereto:___
Item 5. OTHER EVENTS
------------
On May 22, 1995, Registrant agreed to issue $25,000,000 principal
amount of Medium Term Notes linked to the Nikkei 300 Index to be
sold from time to time pursuant to the Distribution Agreement, dated
May 16, 1994 with Citicorp Securities, Inc., Goldman, Sachs & Co.,
Lazard Freres & Co. LLC (formerly known as Lazard Freres & Co.),
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and J.P. Morgan Securities Inc. as Agents. Simultaneous
with the closing of this transaction, Registrant will enter into a
swap agreement having a notional amount of $25,000,000 as a result of
which Registrant's obligation with respect to the combined transaction
will be established in dollars bearing interest tied to commercial
paper.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
------------------------------------------------------------------
(c) Exhibits
The following Exhibits are filed as part of this Report and as
Exhibits to the Registration Statement on Form S-3 (No. 33-78424)
Exhibit 4.2 Definitive Nikkei 300 Indexed Note
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
Date: May 31, 1995 By: /s/ Stephen C. Patrick
-----------------------------
Stephen C. Patrick
Vice President, Corporate Controller
2
EXHIBIT INDEX
Exhibit
-------
1. 4.2 Definitive Nikkei 300 Indexed Note
3
Exhibit 4.2
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
NOMINEE OF THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THE SECURITIES.
THE ISSUE DATE OF THIS SECURITY IS MAY 31, 1995. THIS SECURITY HAS BEEN ISSUED
WITH $30.40 OF OID PER $1,000 OF PRINCIPAL AMOUNT. THE YIELD TO MATURITY IS
1.00%. THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL SHORT ACCRUAL PERIOD IS
$0.028 PER $1,000 OF PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT METHOD.
REGISTERED PRINCIPAL AMOUNT
No. IX- CUSIP No. 194 16QBY5 $25,000,000
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES B
(Indexed)
NIKKEI 300 STOCK INDEXED NOTES DUE JUNE 1, 1998
COLGATE-PALMOLIVE COMPANY, a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the Redemption Amount (as defined below) on the
Stated Maturity Date (as defined below).
Payment of the Redemption Amount at maturity with respect to this Note
shall be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.
The Nikkei 300 Stock Indexed Notes (the "Notes") of the Company have been
issued at 100% of the principal amount thereof, provide for no periodic payments
of interest and will mature on June 1, 1998 (the "Stated Maturity Date"). The
Redemption Amount on the Stated Maturity Date will be determined by reference to
the Nikkei Stock Index 300 or a Successor Index (together or as applicable the
"Index" or the "Nikkei 300 Index"), subject to a minimum Redemption Amount
(calculated as the sum of the Principal Redemption Amount (as defined below) and
the Supplemental Redemption Amount (as defined below)) of 103.04% of the face
amount of the Notes.
The Notes are not redeemable at the option of the Company or repayable at
the option of a beneficial owner prior to the Stated Maturity Date and do not
provide for any sinking fund.
Goldman, Sachs & Co. will act as Calculation Agent with respect to the
Notes.
Redemption Amount:
- -----------------
Except as provided below, a beneficial owner of a Note will be entitled to
receive, at the Stated Maturity Date, a redemption amount (the "Redemption
Amount") in U.S. dollars equal to 100% of the face amount of the Note (the
"Principal Redemption Amount") plus a Supplemental Redemption Amount (the
"Supplemental Redemption Amount") equal to the greater of:
i) 3.04% of the face amount of the Note (the "Minimum Supplemental
Redemption Amount"), and
ii) an amount equal to the face amount of the Note multiplied by a
percentage calculated as follows:
Final Index Value - Initial Index Value
114.4% x [--------------------------------------- ]
Initial Index Value
provided, however, that in no case will such Redemption Amount (calculated as
the sum of the Principal Redemption Amount and the Supplemental Redemption
Amount) be less than 103.04% of the face amount of the Note.
"Index Business Day" is a day that is (or, but for the existence of a
Market Disruption Event, would have been) a trading day on which the Tokyo
Stock Exchange and the Osaka Securities Exchange are open for business,
other than a day
2
on which trading is scheduled to close prior to the regular weekday closing
time.
"Calculation Period" is the six consecutive Index Business Days ending on,
and including, May 29, 1998.
"Index Sponsor" is Nihon Keizai Shimbun, Inc. ("NKS").
"Initial Index Value" is 245.92.
"Closing Index Value" is the value of the Index at the close of business on
the Tokyo Stock Exchange on any Index Business Day as determined by the
Calculation Agent.
"Final Index Value" will be determined by the Calculation Agent and will
equal the arithmetic average of the Closing Index Values on the first Index
Business Day in the Calculation Period and each successive Index Business
Day up to and including the last Index Business Day in the Calculation
Period (each, a "Calculation Date") until the Calculation Agent has so
determined such Closing Index Values for five Index Business Days.
Notwithstanding the foregoing, if the Calculation Agent determines that a
Market Disruption Event has occurred or is continuing on any Index Business
Day during the Calculation Period, then the Final Index Value will equal
the arithmetic average of the Closing Index Value on each Index Business
Day during the Calculation Period on which a Market Disruption Event did
not occur or is not continuing. If there is a Market Disruption Event on
each of the six Index Business Days during the Calculation Period, then the
Calculation Agent shall determine the Final Index Value as the market
closing value of the Index on the last Index Business Day (subject to
"Index Adjustment" described herein) in accordance with the method for
calculating the Index last in effect prior to the commencement of the
Market Disruption Event using the Tokyo Stock Exchange trade price (or, if
trading in the relevant security has been materially suspended or
materially limited, its good faith estimate of the Tokyo Stock Exchange
trade price that would have prevailed but for that suspension or
limitation) on that sixth Index Business Day of each security comprising
the Index.
Market Disruption Event:
- -----------------------
Market Disruption Event means the occurrence or existence on any Index
Business Day of:
(i) any suspension of or limitation imposed on trading (by reason of
movement in price exceeding limits permitted by the relevant exchange
or otherwise) on the Tokyo Stock Exchange in securities that comprise
the Index, or on the Osaka Securities Exchange in options and
3
futures contracts in the Index or securities that comprise the Index
if, in the determination of the Calculation Agent, such suspension or
limitation is material, or
(ii) there shall have occurred any change in national or international
financial, political or economic conditions or currency exchange rates
or exchange controls, the effect of which is, in the judgment of the
Calculation Agent, so material and adverse as to make it impracticable
or inadvisable to proceed with calculation of the Principal Redemption
Amount of the Note on the terms and in the manner contemplated herein.
For the purpose of determining whether a Market Disruption Event exists at
any time, if trading in a security included in the Index is materially suspended
or materially limited at that time, then the relevant percentage contribution of
the security to the level of the Index shall be based on a comparison of (i) the
portion of the level of the Index attributable to that security relative to (ii)
the overall level of the Index, in each case immediately before that suspension
or limitation.
The Calculation Agent shall as soon as reasonably practicable under the
circumstances notify the Paying Agent and the Company of the existence or
occurrence of a Market Disruption Event on the day that but for the occurrence
or existence of a Market Disruption Event would have been a Calculation Date.
Index Adjustment:
- ----------------
If the Nikkei 300 Index is (i) not calculated and announced by the Index
Sponsor but is calculated and announced by a successor sponsor acceptable to the
Calculation Agent or (ii) replaced by a successor or substitute index (the
"Successor Index") using, in the determination of the Calculation Agent, the
same or a substantially similar formula for a method of calculation as used in
the calculation of the Index, then the index so calculated and announced by that
successor sponsor or that Successor Index, as the case may be, will be deemed to
be the Index for purposes of computing the Principal Redemption Amount.
If (i) on or prior to the final Calculation Date during the Calculation
Period the Index Sponsor makes a material change in the formula for or the
method of calculating the Index or in any other way materially modifies the
Index (other than a modification prescribed in that formula or method to
maintain the Index in the event of changes in constituent stock and
capitalization and other routine events) or (ii) on any Calculation Date during
the Calculation Period the Index Sponsor fails to calculate and announce the
Index, then the Calculation Agent shall calculate the Closing Index Value or
Final Index Value, as the case may be, using, in lieu of a published level
4
for the Index, the level for that Index as determined by the Calculation Agent
in accordance with the formula for and method of calculating the Index last in
effect prior to that change or failure, but using only those securities that
comprised the Index immediately prior to that change or failure (other than
those securities that have since ceased to be listed on the Tokyo Stock
Exchange).
Events of Default and Acceleration:
- ----------------------------------
In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the amount payable to a beneficial owner of a Note upon any
acceleration permitted by the Notes, will be equal to the amount that would be
payable as though the Stated Maturity Date of the Notes was the date on which
early repayment is due, and the Final Index Value was calculated based on the
Closing Index Value of the Index on the date of early repayment, or the first
succeeding Index Business Day in the event that the date of early repayment is
not an Index Business Day.
General:
- -------
Unless the certificate of authentication hereon has been executed by or on
behalf of The Bank of New York, the Trustee for this Note under the Indenture,
or its successor thereunder, by the manual signature of one of its authorized
signatories, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of securities of the Company
designated as its Medium-Term Notes, Series B (the "Notes"). The Notes are
issued and to be issued under an Indenture dated as of November 15, 1992 (herein
called the "Indenture") between the Company and The Bank of New York, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Company, the Trustee (as
defined below) and the Holders of the Notes and the terms upon which the Notes
are to be authenticated and delivered. The Bank of New York shall act as
Trustee with respect to the Notes (herein called the "Trustee", which term
includes any successor Trustee with respect to the Notes, under the Indenture).
The terms of individual Notes may vary with respect to interest rates or
interest rate formulas, issue dates, maturity, redemption, repayment, currency
of payment and otherwise. The term "Securities," as used in this Note, refers
to all securities issued and issuable from time to time under the Indenture and
includes the Notes.
Except as otherwise provided in the Indenture, the Notes will be issued in
global form only, registered in the name of the Depositary or its nominee. The
Notes will not be issued in definitive form, except as otherwise provided in the
Indenture, and ownership of the Notes shall be maintained in book-entry form
5
by the Depositary for the accounts of participating organizations of the
Depositary.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
adversely affected thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series adversely affected thereby. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by its attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $100,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
6
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
[FACSIMILE OF SEAL] COLGATE-PALMOLIVE COMPANY
By:
---------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
The Bank of New York,
as Trustee
By: Dated:
------------------------ --------------
Authorized Signatory
8
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
-------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
---------------------------------------------------------------------
attorney to transfer said Note on the books of
- ---------------------------------
the Company with full power of substitution in the premises.
Dated:
---------- --------------------------------------------
NOTICE: The signature of the registered Holder to this assignment must
correspond with the name as written upon the face of the within instrument
in every particular, without alteration or enlargement or any change
whatsoever.
9
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--................Custodian..........
(Cust)
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
10